Samsara (IOT) Form 4: AH funds convert Class B and distribute millions of Class A shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Andreessen Horowitz-related entities reported conversion of Class B into Class A shares of Samsara Inc. (IOT) on 09/08/2025 and disclosed planned dispositions and in-kind distributions to fund partners. Multiple Andreessen Horowitz funds hold converted Class A shares, with specific planned actions: AH LSV Fund I intends to sell up to 503,000 shares and distribute the remaining 1,758,907 shares pro rata to its partners; Andreessen Horowitz Fund IV plans to distribute 10,949,014 shares pro rata to partners; AH Parallel Fund IV plans to distribute 994,899 shares; AH Parallel Fund V plans to sell up to 257,000 shares and distribute the remaining 2,573,745 shares. Several trusts and affiliate entities are reported as indirect holders.
Positive
- Large in-kind distributions of Class A shares to fund partners are disclosed for multiple Andreessen Horowitz funds, indicating orderly allocation to LPs
- Clear identification of indirect ownership and disclosure of GP entities and managing members (Marc Andreessen and Benjamin Horowitz)
Negative
- Planned cash sales by AH LSV Fund I of up to 503,000 shares and by AH Parallel Fund V of up to 257,000 shares are disclosed
- Conversion increases publicly tradable Class A shares as multiple Class B holdings are converted to Class A (specific converted amounts listed in the filing)
Insights
TL;DR: Significant post-conversion distributions and limited planned sales shift holdings from funds to partners without stated consideration.
The filing documents conversion of Class B to Class A and shows large-scale in-kind distributions totaling multiple millions of Class A shares across several Andreessen Horowitz funds, with capped cash sales by two funds (up to 503,000 and 257,000 shares). These actions reallocate record ownership from fund entities to their general and limited partners and identify indirect voting/dispositive arrangements through affiliated general partners. The report is one of three filings covering all related reporting persons due to filing limits.
TL;DR: Governance note — managing members and GP entities may possess voting/dispositive power though beneficial ownership disclaimers are included.
The disclosures specify that AH Equity Partners entities serve as general partners and may be deemed to have sole or shared voting and dispositive power over the shares held by the various fund entities, and that Marc Andreessen and Benjamin Horowitz are managing members of those GP entities. Multiple disclaimers state these reports are not admissions of beneficial ownership beyond pecuniary interest. The filing clarifies the chain of record ownership and planned in-kind distributions to limited partners.
Insider Trade Summary
16,276,565 shares exercised/converted
Mixed
10 txns
Insider
Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Equity Partners LSV I, L.L.C., 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., AH Equity Partners IV, L.L.C., HOROWITZ BENJAMIN A
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| 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 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 0 shares (Indirect, By Andreessen Horowitz LSV Fund I, L.P.);
Class A Common Stock — 1,758,907 shares (Indirect, By Andreessen Horowitz LSV Fund I, L.P.)
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.
FAQ
What did the Form 4 for Samsara (IOT) report on 09/08/2025?
The filing reports conversion of Class B to Class A shares and planned in-kind distributions and limited sales by Andreessen Horowitz-related funds, including specific share amounts.
Are these filings final or part of multiple reports?
This Form 4 is the first of three filings related to the same event; the filings were split because there are more than 10 reporting persons.