Form 4: A16z Funds Convert Class B to 19.76M Class A Samsara Shares, Some Sales Planned
Rhea-AI Filing Summary
Andreessen Horowitz entities reported conversion and subsequent disposition plans for Samsara Inc. (IOT) shares. Multiple Andreessen Horowitz funds converted Class B common stock into Class A common stock on a 1:1 basis, resulting in reported beneficial ownership of approximately 19,759,835 Class A shares across the reporting persons. Several funds state they will distribute most converted Class A shares in-kind to their partners and two funds plan limited sell-downs: AH LSV I may sell up to 503,000 shares and AH Parallel V may sell up to 257,000. The filing is one of three combined reports covering over ten reporting persons and clarifies voting/dispositive arrangements and disclaimers of group ownership.
Positive
- Conversion disclosed: Class B common stock convertible 1:1 into Class A common stock, and conversions were executed.
- Comprehensive ownership detail: Filing reports aggregate beneficial ownership of approximately 19,759,835 Class A shares across the reporting persons.
- In-kind distributions planned: Several funds state they will distribute converted Class A shares pro-rata to their partners, preserving internal allocation.
Negative
- Planned sell-downs disclosed: AH LSV I may sell up to 503,000 shares and AH Parallel V may sell up to 257,000, which could increase shares available to the market.
- Multiple related parties: Voting and dispositive power is held through layered general partner entities and managing members, creating complex ownership lines that may complicate governance clarity for some investors.
Insights
TL;DR: Large conversion increases reported Class A holdings; limited planned sales could modestly increase float.
The Form 4 documents conversion of Class B to Class A shares across multiple Andreessen Horowitz funds, producing aggregate reported beneficial ownership of ~19.76 million Class A shares. The filing discloses distributions in-kind to limited partners and explicit plans to sell up to 503,000 and 257,000 shares by two funds. The report is procedural but material to ownership disclosure, as it reshapes who directly holds Class A shares and signals partial liquidity events for certain fund interests.
TL;DR: Disclosure clarifies voting/dispositive relationships and denies formation of a coordinated group.
The explanatory footnotes detail record holders, general partner entities, and that managing members may be deemed to have shared voting and dispositive power; however, each reporting person disclaims a "group" and disclaims beneficial ownership except to the extent of pecuniary interest. This filing reinforces governance transparency around complex fund structures after conversion events and documents who may exercise voting power versus economic interest.
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.