Form 4: Andreessen Horowitz Entities Distribute, Sell Samsara Shares

Andreessen Horowitz affiliated funds and trusts distributed millions of Samsara Class A Common Stock shares to partners and members, followed by significant sales at prices ranging from $37.38 to $40.10.

Summary

• Andreessen Horowitz (AH) affiliated entities, including AH LSV Fund I, AH Fund IV, AH Parallel Fund IV, and AH Parallel Fund V, distributed a total of 15,516,565 shares of Samsara Class A Common Stock to their limited partners and general partners on September 8, 2025, for no consideration.
• On September 9, 2025, Andreessen Horowitz LSV Fund I, L.P., AH Parallel Fund V, L.P., and a16z Capital Management, L.L.C. sold a combined total of 793,331 shares of Samsara Class A Common Stock.
• The sales occurred at weighted average prices ranging from $37.38 to $40.10 per share.
• Following these sales, Andreessen Horowitz LSV Fund I, L.P., AH Parallel Fund V, L.P., and a16z Capital Management, L.L.C. reported zero indirect beneficial ownership from the specific funds involved in these sales.
• The 1997 Horowitz Family Trust acquired 868,485 shares from the distributions, increasing its indirect holdings to 4,351,006 shares.
• This Form 4 is the second of three filings related to the same event, necessitated by SEC EDGAR system limits on the number of reporting persons per form.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider sales by a major institutional investor, which can signal a reduction in conviction or a planned exit strategy. While distributions are for no consideration, the subsequent sales are direct market transactions. The acquisition by a family trust provides a slight offset but the overall volume of sales is notable.

Positives

• The 1997 Horowitz Family Trust, associated with Benjamin Horowitz, acquired 868,485 shares from the distributions, increasing its indirect holdings to 4,351,006 shares.
• The distributions of 15,516,565 shares were made for no consideration, indicating a transfer of ownership within the fund structure rather than a direct market sale by the funds at that specific point.

Negatives

• Andreessen Horowitz affiliated entities, including Andreessen Horowitz LSV Fund I, L.P., AH Parallel Fund V, L.P., and a16z Capital Management, L.L.C., sold a significant total of 793,331 shares of Samsara Class A Common Stock on September 9, 2025.
• These sales resulted in the specific Andreessen Horowitz funds involved in the sales reducing their indirect beneficial ownership to zero.

Industry Context

This filing reflects a common practice among venture capital funds, such as Andreessen Horowitz, to distribute shares of portfolio companies to their limited partners following an IPO or after a lock-up period, and subsequently manage their remaining positions through sales. Such actions are part of the lifecycle of venture capital investments and are not uncommon in the tech industry for companies like Samsara.

Related Party Transactions

• Distributions of Samsara Class A Common Stock were made by Andreessen Horowitz affiliated funds to their limited partners and general partners for no consideration.
• Marc Andreessen and Benjamin Horowitz, as managing members of the general partners, may be deemed to have shared voting and dispositive power over the shares.

Stakeholder Impact

• Shareholders: The significant sales by a major institutional investor could put downward pressure on the stock price or signal a perceived lack of future upside, potentially impacting shareholder sentiment.
• Company Management: May need to address market concerns regarding the large insider sales, especially if interpreted as a lack of confidence.

Next Steps

• Monitor the remaining two Forms 4 related to this event for a complete picture of Andreessen Horowitz's transactions and holdings.

Key Dates

Recommendation

While significant insider sales by a major institutional investor like Andreessen Horowitz can be a negative signal, these transactions often represent a planned exit strategy or portfolio rebalancing rather than a direct indictment of the company's future prospects. The distributions for no consideration suggest a transfer of ownership within the fund structure. Investors should monitor the remaining filings and broader market conditions for Samsara, but a 'hold' recommendation is appropriate given the nature of these transactions as part of a venture capital fund's lifecycle, rather than a fundamental shift in the company's operational outlook.

Keywords

Samsara Inc., IOT, Andreessen Horowitz, Form 4, Insider Trading, Stock Sales, Share Distribution, Class A Common Stock, Venture Capital, Beneficial Ownership