Form 4: Andreessen Horowitz Funds Convert and Plan Distribution of Over 31 Million Samsara Class A Shares

Several Andreessen Horowitz investment funds have converted over 31 million shares of Samsara Inc. Class B Common Stock into Class A Common Stock and plan to distribute these shares in-kind to their partners.

Summary

• Multiple Andreessen Horowitz affiliated funds, including AH LSV Fund I, L.P., Andreessen Horowitz Fund IV, L.P., AH Parallel Fund IV, L.P., and AH Parallel Fund V, L.P., converted a total of 31,331,068 shares of Samsara Inc. Class B Common Stock into Class A Common Stock on June 9, 2025.
• Following this conversion, these funds plan to distribute these 31,331,068 Class A Common Stock shares in-kind, on a pro-rata basis and without consideration, to their respective general and limited partners.
• The Class B Common Stock is convertible into Class A Common Stock on a 1:1 basis and has no expiration date.
• After the reported transactions, Andreessen Horowitz LSV Fund I, L.P. beneficially owns 1,971,155 Class B shares, Andreessen Horowitz Fund IV, L.P. owns 10,949,014 Class B shares, AH Parallel Fund IV, L.P. owns 994,899 Class B shares, and AH Parallel Fund V, L.P. owns 2,639,239 Class B shares.
• Additionally, Andreessen Horowitz LSV Fund III, L.P. holds 3,995,652 Class A shares, and the 1997 Horowitz Family Trust holds 1,659,115 Class A shares.
• This Form 4 is the second of three filings related to the same event, necessitated by SEC filing system limits on the number of reporting persons per form.

Sentiment

Score: 5

Explanation: The document reports a procedural transaction (share conversion and planned distribution) by a major investor. While the distribution of a large block of shares could introduce selling pressure, the event itself is a standard part of the venture capital lifecycle and not inherently positive or negative for the company's operations or financial health.

Positives

• The conversion of Class B to Class A shares simplifies the capital structure for the distributed shares, potentially increasing liquidity for those specific shares.
• The distribution allows limited partners of the Andreessen Horowitz funds to directly hold Samsara Inc. Class A shares.

Negatives

• The planned in-kind distribution of over 31 million Class A shares could potentially increase the public float of Samsara Inc. Class A stock, which might exert downward pressure on the share price if recipients choose to sell.

Risks

• Potential increase in market volatility for Samsara Inc. Class A shares due to the large volume of shares being distributed and potentially entering the public market.

Future Outlook

The reporting entities plan to promptly distribute the newly converted Class A Common Stock shares in-kind to their general and limited partners following the conversion.

Management Comments

• Each of the Reporting Persons disclaims the existence of a 'group' and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
• The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date.

Industry Context

This transaction reflects a common practice among venture capital and private equity funds to distribute portfolio company shares to their limited partners after a liquidity event, such as an IPO or a period of public trading, allowing the funds to return capital to investors and the limited partners to gain direct ownership of the public shares.

Related Party Transactions

• The in-kind distribution of Samsara Inc. Class A Common Stock shares from Andreessen Horowitz funds to their general and limited partners constitutes a related party transaction, as these are internal distributions within the investment fund structure.

Stakeholder Impact

• Shareholders: Existing public shareholders may experience increased volatility or potential downward pressure on Samsara Inc.'s Class A share price due to the large volume of shares entering the public float.
• Limited Partners of Andreessen Horowitz Funds: These stakeholders will directly receive Samsara Inc. Class A shares, gaining direct ownership and liquidity options.

Next Steps

• The planned in-kind distribution of Class A Common Stock shares to the general and limited partners of the Andreessen Horowitz funds.
• Filing of the remaining Form 4 reports related to this event.

Key Dates

Keywords

Samsara Inc., IOT, Andreessen Horowitz, SEC Form 4, insider transaction, share conversion, Class A Common Stock, Class B Common Stock, in-kind distribution, beneficial ownership, venture capital, investment funds