Form 4: a16z funds distribute and sell Samsara (IOT) Class A shares
Rhea-AI Filing Summary
Samsara insider holdings and transfers involving multiple Andreessen Horowitz entities are reported. On September 8, 2025 several AH-related funds distributed large blocks of Class A common stock to their limited partners for no consideration: Andreessen Horowitz Fund IV Entities distributed 10,949,014 shares; AH Parallel Fund V Entities distributed 2,316,745 shares; AH LSV Fund I Entities distributed 1,255,907 shares; AH Parallel Fund IV Entities distributed 994,899 shares. Related entities (including a16z Capital and the 1997 Horowitz Family Trust) show acquisitions of certain shares, and multiple Form 4 sales on September 9, 2025 report disposals at weighted-average prices roughly in the $37.38–$40.10 range. The filing is one of three split filings covering many reporting persons and discloses voting/dispositive power and disclaimers of group ownership.
The transactions reflect internal distributions to limited partners and subsequent market sales by reporting entities; the report provides weighted-average sale prices and undertakes to supply per-price allocation on request.
Positive
- Large pro rata distributions were completed to limited partners, demonstrating an orderly internal allocation process
- Detailed disclosure of weighted-average sale prices and offers to provide per-price allocation enhances transparency
- Voting and dispositive power attributions and disclaimers are clearly stated for related GP entities
Negative
- Significant disposals reported (e.g., 10,949,014 shares disposed by AH Fund IV Entities) which materially reduced certain funds' reported holdings
- Post-distribution secondary sales at prices ~ $37.38–$40.10 increased public float and may exert downward share-pressure depending on volume
Insights
TL;DR: Large pro rata distributions by multiple a16z funds and notable secondary-market sales reduce certain fund holdings and increase public float.
The filings show coordinated internal distributions on September 8, 2025 totaling tens of millions of Class A shares across multiple Andreessen Horowitz-related funds, followed by sales reported on September 9, 2025 at weighted-average prices between approximately $37.38 and $40.10. The single-event split into three Form 4 filings is administrative due to the number of reporting persons. For investors, the key items are the scale of the distributions (for example, 10,949,014 shares from Fund IV Entities) and the sales that followed, which materially lowered reported beneficial ownership for several funds. The filing includes standard disclaimers about voting/dispositive power and offers to provide per-trade price details on request.
TL;DR: Transactions are structured distributions to limited partners with accompanying disclosures; governance disclaimers and voting-power attributions are clearly stated.
The report documents distributions 'for no consideration' from multiple Andreessen Horowitz funds to their limited partners and affiliated entity distributions to members, consistent with internal reallocation of holdings rather than third-party transfers. The filing discloses which general partner entities may be deemed to have voting and dispositive power and includes customary disclaimers denying formation of a group. Splitting the report across three Form 4s addresses EDGAR limits and preserves transparency. These are material ownership and disposition disclosures but reflect fund-level restructuring and subsequent secondary sales rather than operational or strategic changes at the issuer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 183,868 | $37.90 | $6.97M |
| Sale | Class A Common Stock | 93,944 | $37.90 | $3.56M |
| Sale | Class A Common Stock | 268,420 | $38.78 | $10.41M |
| Sale | Class A Common Stock | 137,145 | $38.78 | $5.32M |
| Sale | Class A Common Stock | 50,712 | $39.67 | $2.01M |
| Sale | Class A Common Stock | 25,911 | $39.67 | $1.03M |
| Sale | Class A Common Stock | 11,860 | $37.91 | $450K |
| Sale | Class A Common Stock | 18,163 | $38.79 | $705K |
| Sale | Class A Common Stock | 3,308 | $39.70 | $131K |
| Other | Class A Common Stock | 1,255,907 | $0.00 | -- |
| Other | Class A Common Stock | 10,949,014 | $0.00 | -- |
| Other | Class A Common Stock | 994,899 | $0.00 | -- |
| Other | Class A Common Stock | 2,573,745 | $0.00 | -- |
| Other | Class A Common Stock | 33,331 | $0.00 | -- |
| Other | Class A Common Stock | 868,485 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- On September 8, 2025, the AH LSV Fund I Entities (as defined below) distributed, for no consideration, 1,255,907 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. The aforementioned distributions are collectively referred to herein as the "AH LSV Fund I Distribution." These shares are held of record by Andreessen Horowitz LSV Fund I, L.P., 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 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. On September 8, 2025, the AH Fund IV Entities (as defined below) distributed, for no consideration, 10,949,014 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, representing each such partner's pro rata interest in such AH Fund IV Shares. On the same date, AH EP IV distributed, for no consideration, the AH Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Fund IV Distribution." These shares are held of record by Andreessen Horowitz Fund IV, L.P., 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 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. On September 8, 2025, the AH Parallel Fund IV Entities (as defined below) distributed, for no consideration, 994,899 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund IV Shares") to their limited partners and to AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such AH Parallel Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the AH Parallel Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund IV Distribution." These shares are held of record by AH Parallel Fund IV, L.P., 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 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. On September 8, 2025, the AH Parallel Fund V Entities (as defined below) distributed, for no consideration, 2,316,745 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund V Shares") to their limited partners and to AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, representing each such partner's pro rata interest in such AH Parallel Fund V Shares. On the same date, AH EP V Parallel distributed, for no consideration, the AH Parallel Fund V Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund V Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund V Distribution." These shares are held of record by AH Parallel Fund V, L.P., 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 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 were acquired pursuant to the AH LSV Fund I Distribution, the AH Fund IV Distribution, the AH Parallel Fund IV Distribution and the AH Parallel Fund V Distribution. The acquisition of such shares was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. These shares are held of record by a16z Capital Management, L.L.C. ("a16z Capital"). The members of a16z Capital are Marc Andreessen and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by a16z Capital. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Capital 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 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.38 to $38.3789 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.38 to $39.3791 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.38 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $38.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.41 to $39.40 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.42 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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.