Form 4: Andreessen Horowitz Funds Convert, Distribute Samsara Shares

Andreessen Horowitz entities are converting millions of Class B Samsara shares to Class A, with plans for both sales and in-kind distributions to partners.

Summary

• Andreessen Horowitz LSV Fund I, L.P. converted 1,758,907 shares of Class B Common Stock to Class A Common Stock on September 8, 2025.
• Following the conversion, Andreessen Horowitz LSV Fund I, L.P. plans to sell up to 503,000 shares of Class A Common Stock and distribute the remaining shares in-kind to its general and limited partners.
• Andreessen Horowitz Fund IV, L.P. converted 10,949,014 shares of Class B Common Stock to Class A Common Stock on September 8, 2025.
• Andreessen Horowitz Fund IV, L.P. plans to distribute all 10,949,014 shares of Class A Common Stock in-kind to its general and limited partners.
• AH Parallel Fund IV, L.P. converted 994,899 shares of Class B Common Stock to Class A Common Stock on September 8, 2025.
• AH Parallel Fund IV, L.P. plans to distribute all 994,899 shares of Class A Common Stock in-kind to its general and limited partners.
• AH Parallel Fund V, L.P. converted 2,573,745 shares of Class B Common Stock to Class A Common Stock on September 8, 2025.
• Following the conversion, AH Parallel Fund V, L.P. plans to sell up to 257,000 shares of Class A Common Stock and distribute the remaining shares in-kind to its general and limited partners.
• The 1997 Horowitz Family Trust holds 3,482,521 shares of Class A Common Stock, and the Horowitz 2020 Dynasty Trust holds 749 shares of Class A Common Stock.
• Class B Common Stock is convertible at any time into Class A Common Stock on a 1:1 basis and has no expiration date.
• This is the second of three Forms 4 filed for the same event, necessitated by the SEC's EDGAR system limit of 10 reporting persons per form.

Sentiment

Score: 5

Explanation: The filing reports planned conversions and distributions of shares by a major investor, Andreessen Horowitz. While some planned sales could create near-term selling pressure, the overall action is a standard part of a venture capital fund's investment lifecycle and does not reflect on Samsara's operational performance.

Positives

• The conversion of Class B to Class A Common Stock increases the pool of publicly tradable shares, potentially enhancing liquidity for those specific shares.
• In-kind distributions to partners are non-dilutive to Samsara Inc. as a company, as they involve existing shares changing hands rather than new shares being issued.

Negatives

• Planned sales of up to 503,000 shares by Andreessen Horowitz LSV Fund I, L.P. and up to 257,000 shares by AH Parallel Fund V, L.P. could introduce selling pressure on Samsara's Class A Common Stock.
• The distribution of millions of shares in-kind to partners could lead to further sales by those partners, potentially increasing market supply and downward price pressure.

Risks

• Potential selling pressure on Samsara's Class A Common Stock due to the planned sales and subsequent distributions by Andreessen Horowitz entities.
• Increased volatility in share price as a large block of shares becomes more widely distributed and potentially traded.

Future Outlook

Andreessen Horowitz entities plan to sell a portion of the converted Class A shares and distribute the remainder in-kind to their general and limited partners following the conversion on September 8, 2025.

Industry Context

This transaction is a common occurrence in the venture capital industry, where funds distribute shares of their portfolio companies to limited partners after an IPO or as part of a fund's lifecycle management. It reflects a stage in the investment's maturity rather than a direct operational event for Samsara Inc.

Related Party Transactions

• The distributions are to general and limited partners of the Andreessen Horowitz funds, which are related parties to the funds themselves.
• Benjamin Horowitz is a trustee for the 1997 Horowitz Family Trust and may be deemed to have shared voting and dispositive power over shares held by the Horowitz 2020 Dynasty Trust.

Stakeholder Impact

• Shareholders: Potential for increased trading volume and selling pressure on Class A Common Stock due to planned sales and distributions.
• Andreessen Horowitz Partners: Will receive Class A Common Stock, providing liquidity or direct ownership.

Next Steps

• Andreessen Horowitz LSV Fund I, L.P. plans to sell up to 503,000 shares of Class A Common Stock and distribute the remaining shares in-kind.
• Andreessen Horowitz Fund IV, L.P. plans to distribute 10,949,014 shares of Class A Common Stock in-kind.
• AH Parallel Fund IV, L.P. plans to distribute 994,899 shares of Class A Common Stock in-kind.
• AH Parallel Fund V, L.P. plans to sell up to 257,000 shares of Class A Common Stock and distribute the remaining shares in-kind.

Key Dates

Recommendation

The filing details a significant investor's planned conversion and distribution of shares, which is a common event in the lifecycle of venture capital investments. While the planned sales could introduce some selling pressure, the underlying operational performance of Samsara is not addressed. Investors should monitor the market absorption of these shares but maintain a 'hold' position based solely on this ownership change filing, awaiting further operational or financial updates from the company.

Keywords

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