Form 4: Andreessen Horowitz Funds Plan Major Conversion and Distribution of Samsara Class A Shares

Andreessen Horowitz investment funds and related entities plan to convert over 31 million Class B shares of Samsara Inc. into Class A shares and subsequently distribute them to their partners on June 9, 2025.

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. are planning to convert a total of 31,331,068 shares of Samsara Inc.'s Class B Common Stock into Class A Common Stock.
• This conversion is scheduled to occur on June 9, 2025.
• Promptly following this conversion, the respective funds intend to distribute these 31,331,068 Class A shares in-kind, on a pro-rata basis, and without consideration, to their general and limited partners.
• Despite this conversion, these funds will collectively retain beneficial ownership of 16,554,307 Class B Common Stock shares, which remain convertible to Class A shares on a 1:1 basis with no expiration date.
• Additionally, Andreessen Horowitz LSV Fund III, L.P. and the 1997 Horowitz Family Trust beneficially own 3,995,652 and 1,659,115 Class A Common Stock shares, respectively, which are not part of this specific conversion event.
• 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 compliance filing (Form 4) detailing a planned share conversion and distribution by a major investor. It does not contain information that would inherently be considered positive or negative for the company's operational performance, but the large volume of shares to be distributed could create selling pressure.

Positives

• The planned distribution could increase the public float of Samsara's Class A Common Stock, potentially improving liquidity for investors.
• The conversion of Class B to Class A shares simplifies the capital structure for the distributed shares.

Negatives

• The planned distribution of a significant number of Class A shares (over 31 million) could lead to increased selling pressure on Samsara's stock when the distribution occurs, as recipients may choose to sell their shares.

Risks

• Potential downward pressure on Samsara's Class A common stock price due to the large volume of shares entering the market following the planned in-kind distribution.
• The concentration of voting power remains with Class B shareholders, including Andreessen Horowitz entities, as they still retain a substantial number of Class B shares.

Future Outlook

Andreessen Horowitz funds are planning a significant conversion of Class B to Class A shares of Samsara Inc. on June 9, 2025, followed by an in-kind distribution of these Class A shares to their partners. This action will increase the public float of Class A shares, while the funds will retain a substantial holding of convertible Class B shares.

Management Comments

• "Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, [Fund Name] plans to distribute in-kind on a pro-rata basis, without consideration, a total of [Number] shares of Class A Common Stock of the Issuer to its general and limited partners."
• "Each of the Reporting Persons disclaims the existence of a 'group' and disclaims beneficial ownership of the securities held by the [Fund 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."
• "Marc Andreessen and Benjamin Horowitz are the managing members of [General Partner LLCs] and may be deemed to have shared voting and dispositive power over the shares held by the [Fund Entities]."

Industry Context

This type of share conversion and in-kind distribution is a common practice for venture capital and private equity firms as their portfolio companies mature and go public. It allows the funds to return value to their limited partners without directly selling shares on the open market, which can be a more orderly process for large blocks of stock. It also prepares for potential future liquidity events for the distributed shares.

Comparison to Industry Standards

• This is a standard mechanism for venture capital funds like Andreessen Horowitz to manage their investments and distribute returns to their limited partners as portfolio companies mature. There are no specific comparable companies or projects mentioned in the document to assess against global benchmarks.

Related Party Transactions

• The planned in-kind distribution of Class A shares to the general and limited partners of the Andreessen Horowitz funds constitutes a related party transaction, as these partners are affiliated with the reporting entities.

Stakeholder Impact

• Shareholders: Potential for increased liquidity of Class A shares due to a larger public float. However, also potential for selling pressure if recipients of the distributed shares decide to sell.
• Andreessen Horowitz Funds and Partners: Provides a mechanism for the funds to return value to their limited partners.

Next Steps

• The actual conversion of Class B to Class A Common Stock on June 9, 2025.
• The subsequent in-kind distribution of Class A Common Stock to the general and limited partners of the Andreessen Horowitz funds.

Key Dates

Keywords

Samsara, IOT, Andreessen Horowitz, Form 4, beneficial ownership, stock conversion, Class A Common Stock, Class B Common Stock, in-kind distribution, venture capital