IOT Form 4: Large Class B-to-A Conversions; Funds Plan Distributions and Limited Sales
Rhea-AI Filing Summary
Samsara Inc. (IOT) Form 4 shows conversion of multiple holders' Class B common stock into Class A common stock on 09/08/2025 and immediate related actions. Several Andreessen Horowitz-related entities acquired (via conversion) Class A shares: 1,758,907, 10,949,014, 994,899, and 2,573,745 shares, each reported as indirect holdings. The filing states that certain funds plan to distribute the converted Class A shares in-kind pro rata to partners without consideration, while two funds intend to sell up to 503,000 and 257,000 shares, respectively. The Class B shares are convertible 1:1 into Class A and have no expiration. The report is one of three filings that together disclose holdings for a group of Andreessen Horowitz funds and Benjamin Horowitz; signatories include Phil Hathaway acting for the funds.
Positive
- None.
Negative
- Large conversions increase Class A supply: Multiple entities converted substantial Class B positions into Class A (e.g., 10,949,014 and 2,573,745 shares), expanding the number of Class A shares held indirectly.
- Planned sell orders could add near-term selling pressure: AH LSV I plans to sell up to 503,000 shares and AH Parallel V plans to sell up to 257,000 shares.
- Potential dilution of concentrated ownership signals changes in share distribution: Several funds plan to distribute converted shares in-kind pro rata to partners, reallocating holdings away from single record holders.
Insights
TL;DR: Large conversions and planned in-kind distributions create substantial immediate increase in publicly held Class A shares; limited planned sales disclosed.
The filing documents conversion of sizable Class B positions into Class A shares by multiple Andreessen Horowitz entities on 09/08/2025, with explicit plans to distribute most converted shares in-kind to limited and general partners and limited planned sales (up to 503,000 and 257,000 shares by two funds). These actions increase the number of Class A shares beneficially held indirectly by multiple related entities and may expand the float depending on subsequent partner actions. The report contains detailed ownership figures and legal disclaimers about beneficial ownership and grouping, and is one of three related Form 4 filings due to the number of reporting persons.
TL;DR: Conversion plus pro-rata in-kind distributions are administrative reallocations; disclosure clarifies voting/dispositive relationships.
The disclosure explains that general partner entities (AH Equity Partners affiliates) may be deemed to hold voting and dispositive power over the reported shares while each reporting person disclaims a formal "group." The filing carefully notes which entities will sell limited tranches and which will distribute in-kind without consideration. From a governance perspective, the recordholder relationships and disclaimers preserve clarity on control and beneficial ownership while documenting transfers arising from the conversion event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 1,758,907 | $0.00 | -- |
| Conversion | Class B Common Stock | 10,949,014 | $0.00 | -- |
| Conversion | Class B Common Stock | 994,899 | $0.00 | -- |
| Conversion | Class B Common Stock | 2,573,745 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,758,907 | $0.00 | -- |
| Conversion | Class A Common Stock | 10,949,014 | $0.00 | -- |
| Conversion | Class A Common Stock | 994,899 | $0.00 | -- |
| Conversion | Class A Common Stock | 2,573,745 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz LSV Fund I, L.P. ("AH LSV I") plans to sell up to 503,000 shares of Class A Common Stock of the Issuer and distribute in-kind on a pro-rata basis, without consideration, the remaining shares of Class A Common Stock of the Issuer to its general and limited partners. These shares are held of record by AH LSV I, for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. 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. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz Fund IV, L.P. ("AH IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 10,949,014 shares of Class A Common Stock of the Issuer to its general and limited partners. These shares are held of record by AH IV, for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV 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. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund IV , L.P. ("AH Parallel IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 994,899 shares of Class A Common Stock of the Issuer to its general and limited partners. These shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV 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. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund V, L.P. ("AH Parallel V") plans to sell up to 257,000 shares of Class A Common Stock of the Issuer and to distribute in-kind on a pro-rata basis, without consideration, the remaining shares of Class A Common Stock of the Issuer to its general and limited partners. These shares are held of record by AH Parallel V, for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. (Continued from Footnote 9) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V 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. These shares are held of record by the 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. These shares are held of record by the Horowitz 2020 Dynasty Trust. Benjamin Horowitz may be deemed to have shared voting and dispositive power over the shares held by this trust. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date.
