Form 4: Andreessen Horowitz Funds Plan Major Samsara Share Distribution

Andreessen Horowitz entities and related trusts plan to convert Class B to Class A shares of Samsara Inc. and distribute a significant portion to their partners, with some shares also slated for sale.

Summary

• Andreessen Horowitz (AH) entities and related trusts, 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., are converting Class B Common Stock of Samsara Inc. to Class A Common Stock.
• The total number of Class B shares converted to Class A shares on September 8, 2025, includes 1,758,907 by AH LSV Fund I, L.P., 10,949,014 by Andreessen Horowitz Fund IV, L.P., 994,899 by AH Parallel Fund IV, L.P., and 2,573,745 by AH Parallel Fund V, L.P.
• AH 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. plans to distribute 10,949,014 Class A Common Stock shares in-kind to its general and limited partners.
• AH Parallel Fund IV, L.P. plans to distribute 994,899 Class A Common Stock shares in-kind to its general and limited partners.
• 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.
• Following these transactions, various AH entities and trusts will beneficially own Class A Common Stock, including 1,758,907 by AH LSV Fund I, L.P., 10,949,014 by Andreessen Horowitz Fund IV, L.P., 994,899 by AH Parallel Fund IV, L.P., 2,573,745 by AH Parallel Fund V, L.P., 3,482,521 by the 1997 Horowitz Family Trust, and 749 by the Horowitz 2020 Dynasty Trust.
• Benjamin Horowitz, a director and 10% owner, is associated with several of these entities and trusts.
• This Form 4 is the first of three filings related to the same event, necessitated by the SEC's EDGAR system limit of 10 reporting persons per Form 4.

Sentiment

Score: 6

Explanation: Neutral to slightly negative. While the distributions are a normal part of a fund's lifecycle, the planned sales and potential for further selling pressure from distributed shares could be seen as a slight negative for the stock price in the short term. However, it is not a reflection of company performance.

Positives

• The conversion of Class B to Class A common stock simplifies the capital structure for the shares involved, potentially increasing liquidity for those specific shares.
• The in-kind distributions to partners represent a return of capital or a distribution of gains from the investment in Samsara, which is a positive for the limited partners of the Andreessen Horowitz funds.

Negatives

• Planned sales of up to 503,000 shares by AH 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 significant in-kind distributions, while not direct sales by the funds, transfer a large volume of shares to individual partners who may choose to sell them, potentially increasing future selling pressure.

Risks

• Increased supply of Class A Common Stock in the market due to planned sales and distributions could lead to downward pressure on Samsara's share price.
• The reduction in direct holdings by Andreessen Horowitz funds might be perceived by some investors as a decrease in institutional conviction, although it is a common practice for venture capital funds to distribute shares to LPs.

Future Outlook

Andreessen Horowitz entities plan to convert Class B Common Stock to Class A Common Stock and subsequently sell a portion of these shares (up to 503,000 by AH LSV Fund I, L.P. and up to 257,000 by AH Parallel Fund V, L.P.) and distribute the remaining shares in-kind to their general and limited partners on September 8, 2025.

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."
• "This Form 4 is the first of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C., AH Equity Partners LSV III, L.L.C., AH Equity Partners 2022 Annual Fund, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons."

Industry Context

This transaction is a common practice for venture capital and private equity funds as they mature their investments in public companies. They often convert preferred or special class shares (like Class B) into publicly tradable common stock (Class A) and then distribute these shares to their limited partners, or sell them, to realize returns. This is part of the normal lifecycle of a venture capital investment.

Related Party Transactions

• Transactions involve various Andreessen Horowitz funds and trusts (e.g., 1997 Horowitz Family Trust, Horowitz 2020 Dynasty Trust) where Benjamin Horowitz, a director and 10% owner, has direct or indirect influence/beneficial ownership.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on Class A Common Stock due to planned sales and distributions, which could impact share price.
• Limited Partners of AH Funds: Will receive distributions of Samsara Class A Common Stock, representing a return on their investment.

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 to its general and limited partners.
• Andreessen Horowitz Fund IV, L.P. plans to distribute 10,949,014 shares of Class A Common Stock in-kind to its general and limited partners.
• AH Parallel Fund IV, L.P. plans to distribute 994,899 shares of Class A Common Stock in-kind to its general and limited partners.
• 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.
• Two additional Form 4 filings related to this same event will be submitted to cover all reporting persons.

Key Dates

Recommendation

This filing details a planned conversion and distribution of shares by a major institutional investor, Andreessen Horowitz, which is a standard practice for venture capital funds as their investments mature. While the planned sales and potential for future selling pressure from distributed shares could create short-term headwinds for Samsara's stock, it does not reflect a change in the company's underlying fundamentals or operational performance. Therefore, a "hold" recommendation is appropriate, advising investors to monitor the market impact of these distributions without immediate action based solely on this transactional filing.

Keywords

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