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

Andreessen Horowitz affiliated funds have converted over 31 million Class B Common Stock shares of Samsara Inc. into Class A Common Stock and plan to distribute these shares to their general and limited partners.

Summary

• Andreessen Horowitz 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.'s Class B Common Stock into Class A Common Stock on June 9, 2025.
• Specifically, 4,803,998 shares were converted by Andreessen Horowitz LSV Fund I, L.P.; 21,898,032 shares by Andreessen Horowitz Fund IV, L.P.; 1,989,800 shares by AH Parallel Fund IV, L.P.; and 2,639,238 shares by AH Parallel Fund V, L.P.
• Following the conversion, these funds plan to distribute the newly converted Class A Common Stock shares in-kind on a pro-rata basis, without consideration, to their respective general and limited partners.
• The filing also reports beneficial ownership of 3,995,652 Class A Common Stock shares by Andreessen Horowitz LSV Fund III, L.P. and 1,659,115 Class A Common Stock shares by the 1997 Horowitz Family Trust.
• This Form 4 is one of three filings related to the same event, necessitated by SEC filing system limits on the number of reporting persons.

Sentiment

Score: 5

Explanation: The document is a routine SEC Form 4 filing reporting a change in beneficial ownership due to stock conversion and planned distribution, which is a neutral event for the company's operational performance.

Future Outlook

Following the reported conversions, Andreessen Horowitz affiliated funds plan to promptly distribute the newly converted Class A Common Stock shares of Samsara Inc. in-kind to their general and limited partners on a pro-rata basis.

Management Comments

• Marc Andreessen and Benjamin Horowitz are identified as managing members of various general partners (AH EP LSV I, AH EP IV, AH EP IV Parallel, AH EP V Parallel, AH EP LSV III, AH EP 2022 Annual) and may be deemed to have shared voting and dispositive power over the shares held by the respective entities.
• Each of the Reporting Persons disclaims the existence of a 'group' and disclaims beneficial ownership of the securities held by the various entities, except to the extent of such person's pecuniary interest therein, if any.

Industry Context

This filing reflects a common practice among venture capital and private equity funds to distribute portfolio company shares to their limited partners following a liquidity event, such as an IPO or a period of public trading, as part of their fund's lifecycle management.

Corporate Governance

Related Party Transactions

• The planned pro-rata, in-kind distribution of Class A Common Stock shares from Andreessen Horowitz affiliated funds to their general and limited partners, without consideration, constitutes a related party transaction as it involves the transfer of assets within the fund structure.

Stakeholder Impact

• Shareholders: The planned distribution of a significant number of Class A shares to limited partners could increase the public float of Samsara's stock, potentially leading to increased trading volume and liquidity.
• Shareholders: There is a potential for increased selling pressure on Samsara's Class A stock if the limited partners who receive the distributed shares decide to sell them in the open market.

Next Steps

• Prompt in-kind distribution of 31,331,068 Class A Common Stock shares by Andreessen Horowitz affiliated funds to their general and limited partners.

Key Dates

Keywords

Samsara Inc., IOT, Andreessen Horowitz, SEC Form 4, Beneficial Ownership, Stock Conversion, Class A Common Stock, Class B Common Stock, Insider Transaction, Venture Capital Distribution