Form 4: Andreessen Horowitz Funds Distribute and Sell Millions of Samsara Shares

Andreessen Horowitz entities have distributed over 35 million shares of Samsara Class A Common Stock to their limited partners and subsequently sold millions of shares in open market transactions.

Summary

• Multiple Andreessen Horowitz (AH) investment funds, including AH LSV Fund I, AH Fund IV, AH Parallel Fund IV, AH Parallel Fund V, AH LSV Fund III, and AH 2022 Annual Fund, distributed a total of 35,649,377 shares of Samsara Inc. Class A Common Stock to their limited partners and general partners on June 9, 2025, for no consideration.
• These distributions represent a significant portion of the funds' holdings in Samsara, indicating a realization of investment for these venture capital entities.
• On June 10, 2025, Andreessen Horowitz LSV Fund I, L.P. and AH Parallel Fund V, L.P. converted 212,248 and 65,494 shares of Class B Common Stock, respectively, into Class A Common Stock.
• Following the distributions and conversions, several AH entities engaged in open market sales of Samsara Class A Common Stock on June 10, 2025.
• Andreessen Horowitz LSV Fund I, L.P. sold a total of 212,248 shares at weighted average prices of $40.05, $41.13, and $41.65.
• AH Parallel Fund V, L.P. sold a total of 65,494 shares at weighted average prices of $40.05, $41.13, and $41.65.
• AH 2022 Annual Fund, L.P. sold a total of 36,366 shares at weighted average prices of $40.76 and $41.59.
• AH Capital Management, L.L.C. sold a total of 84,918 shares at weighted average prices of $40.76 and $41.59.
• The filing notes that this is the second of three Form 4 filings related to the same event, necessitated by the SEC's EDGAR system limit of 10 reporting persons per form.

Sentiment

Score: 3

Explanation: The sentiment is slightly negative due to the substantial volume of shares distributed and sold by a major institutional investor, which could lead to increased selling pressure on Samsara's stock. However, it's also a normal part of a venture capital fund's investment realization cycle, mitigating a stronger negative sentiment.

Negatives

• The large volume of shares distributed and subsequently sold by major institutional investors like Andreessen Horowitz funds could create increased selling pressure on Samsara's stock in the market.
• Such significant insider selling, even if part of a fund's lifecycle, might be perceived negatively by some investors, potentially signaling a belief that the stock's significant upside has been realized by these early investors.

Risks

• Increased market float and potential selling pressure from the distributed shares held by new beneficial owners.
• Negative investor sentiment if the market interprets the distributions and sales as a lack of confidence in Samsara's future growth by a prominent early investor.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Samsara Inc.'s future financial performance or operational outlook. It solely reports changes in beneficial ownership by specific reporting persons.

Industry Context

The distributions and sales reported in this Form 4 are typical events in the lifecycle of venture capital funds. As portfolio companies like Samsara mature and go public, VC funds distribute shares to their limited partners to return capital, and these partners or the funds themselves may then sell shares in the open market. This is a standard process for realizing gains from successful investments.

Comparison to Industry Standards

• The distribution of shares by venture capital funds to their limited partners for no consideration is a standard practice in the private equity and venture capital industry for returning capital to investors as portfolio companies achieve liquidity events (e.g., IPOs).
• The subsequent sales of shares by these funds or their affiliates in the open market are also common, representing the monetization of their investment. The weighted average pricing for sales across ranges is a standard reporting practice for large block trades.

Related Party Transactions

• The distributions of Samsara Class A Common Stock from various Andreessen Horowitz funds (e.g., AH LSV Fund I, AH Fund IV, AH Parallel Fund IV, AH Parallel Fund V, AH LSV Fund III, AH 2022 Annual Fund) to their respective limited partners and general partners (e.g., AH EP LSV I, AH EP IV, AH EP IV Parallel, AH EP V Parallel, AH EP LSV III, AH EP 2022 Annual) for no consideration are considered related party transactions within the Andreessen Horowitz investment structure.

Stakeholder Impact

• Shareholders of Samsara Inc. may experience increased volatility or downward pressure on the stock price due to the large volume of shares distributed and sold by Andreessen Horowitz entities, potentially increasing the available float in the market.
• Limited partners of the Andreessen Horowitz funds are receiving their pro-rata interest in Samsara shares, allowing them to realize gains from the investment.

Next Steps

• The reporting persons may continue to sell their remaining holdings in Samsara Inc. in future transactions, which would be reported in subsequent Form 4 filings.

Key Dates

Recommendation

Keywords

Samsara Inc., IOT, Andreessen Horowitz, SEC Form 4, beneficial ownership, share distribution, stock sale, insider selling, venture capital exit, Class A Common Stock, Class B Common Stock