Netskope director logs 5.5M-share distribution
Netskope director and ten percent owner reports exempt pro rata fund distributions totaling 5.5 million Class A shares to ICONIQ limited partners and related entities.
Rhea-AI Filing Summary
Netskope Inc (NTSK) director and ten percent owner William J.G. Griffith reported indirect restructuring transactions on September 16, 2026 involving Class A Common Stock held through ICONIQ funds. ICONIQ Strategic Partners II, L.P. distributed, for no consideration, 3,085,037 shares to its limited partners and its general partner ICONIQ GP II, and ICONIQ Strategic Partners II-B, L.P. similarly distributed, for no consideration, 2,414,963 shares to its limited partners and ICONIQ GP II, with ICONIQ GP II then distributing the received shares to its partners on a pro rata basis. These pro rata distributions, totaling 5,500,000 shares, are reported as dispositions and were made under exemptions in Rules 16a-13 and 16a-9 under the Exchange Act. Griffith also reports indirect holdings through several ICONIQ funds and an aggregate of 583,863 shares held via family and estate-planning trusts, while disclaiming beneficial ownership except to the extent of any pecuniary interest. No Rule 10b5-1 trading plan is indicated.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 5,500,000 shares
Other
8 txns
Insider
Griffith William J.G.
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock F1, F2, F3 | 3,085,037 | -- | -- |
| Other | Class A Common Stock F4, F2, F3 | 2,414,963 | -- | -- |
| holding | Class A Common Stock F2, F3 | -- | -- | -- |
| holding | Class A Common Stock F2, F3 | -- | -- | -- |
| holding | Class A Common Stock F2, F3 | -- | -- | -- |
| holding | Class A Common Stock F2, F3 | -- | -- | -- |
| holding | Class A Common Stock F2, F3 | -- | -- | -- |
| holding | Class A Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 10,084,248 shares (Indirect, ICONIQ Strategic Partners II, L.P.);
Class A Common Stock — 7,893,934 shares (Indirect, ICONIQ Strategic Partners II-B, L.P.);
Class A Common Stock — 2,339,380 shares (Indirect, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS));
Class A Common Stock — 8,723,318 shares (Indirect, ICONIQ Strategic Partners VI, L.P.);
Class A Common Stock — 12,854,199 shares (Indirect, ICONIQ Strategic Partners VI-B, L.P.);
Class A Common Stock — 18,872,434 shares (Indirect, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS));
Class A Common Stock — 916,690 shares (Indirect, ICONIQ Strategic Partners VIII Holdings, L.P.);
Class A Common Stock — 583,863 shares (Direct)
Footnotes (5)
- F1. On September 16, 2026, ICONIQ Strategic Partners II, L.P. distributed, for no consideration, in the aggregate 3,085,037 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2. ICONIQ GP II is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ GP VI") is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ Parent GP VI") is the sole general partner of ICONIQ GP VI. ICONIQ Strategic Partners VIII GP, L.P. ("ICONIQ GP VIII") is the sole general partner of ICONIQ Strategic Partners VIII Holdings, L.P. ICONIQ Strategic Partners VIII TT GP, LLC ("ICONIQ Parent GP VIII") is the sole general partner of ICONIQ GP VIII.
- F3. (continued) Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ Parent GP II and the sole managing members of ICONIQ Parent GP VIII, and Divesh Makan, the Reporting Person and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F4. On September 16, 2026, ICONIQ Strategic Partners II-B, L.P. distributed, for no consideration, in the aggregate 2,414,963 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ GP II, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ GP II distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
- F5. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Represents an aggregate of 583,863 ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described herein. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Key Figures
Shares distributed by ICONIQ Strategic Partners II, L.P.: 3,085,037 shares
Shares distributed by ICONIQ Strategic Partners II-B, L.P.: 2,414,963 shares
Total ICONIQ restructuring shares: 5,500,000 shares
+5 more
8 metrics
Shares distributed by ICONIQ Strategic Partners II, L.P.
3,085,037 shares
Pro rata, for-no-consideration distribution on September 16, 2026
Shares distributed by ICONIQ Strategic Partners II-B, L.P.
2,414,963 shares
Pro rata, for-no-consideration distribution on September 16, 2026
Total ICONIQ restructuring shares
5,500,000 shares
Aggregate restructuring-related distributions reported for September 16, 2026
Indirect holdings via ICONIQ Strategic Partners II, L.P. after transaction
10,084,248 shares
Class A Common Stock position following the September 16, 2026 distribution
Indirect holdings via ICONIQ Strategic Partners II-B, L.P. after transaction
7,893,934 shares
Class A Common Stock position following the September 16, 2026 distribution
Shares held through personal and estate-planning trusts
583,863 shares
Aggregate ICONIQ II and ICONIQ II-B shares received in the described distributions
Indirect holdings via ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS)
18,872,434 shares
Class A Common Stock reported as indirectly held after September 16, 2026
Indirect holdings via ICONIQ Strategic Partners VIII Holdings, L.P.
916,690 shares
Class A Common Stock reported as indirectly held after September 16, 2026
Key Terms
pro rata interest, Rules 16a-13 and 16a-9, pecuniary interest, Section 16 of the Exchange Act, +2 more
6 terms
pro rata interest financial
"representing each such partner's pro rata interest in such ICONIQ II Shares"
Rules 16a-13 and 16a-9 regulatory
"All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9"
pecuniary interest financial
"except to the extent of its or his pecuniary interest therein, if any"
Section 16 of the Exchange Act regulatory
"for purposes of Section 16 of the Exchange Act, except to the extent"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
estate planning trust financial
"and another estate planning trust having an independent trustee"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What restructuring transactions did NTSK insider William J.G. Griffith report?
He reported indirect restructuring transactions where ICONIQ Strategic Partners II and ICONIQ Strategic Partners II-B distributed, for no consideration, 3,085,037 and 2,414,963 Netskope Class A shares, respectively, to their limited partners and ICONIQ GP II, with ICONIQ GP II then distributing its received shares pro rata to its partners.
Were the reported Netskope (NTSK) transactions sales for cash?
No. The filing states that the ICONIQ Strategic Partners II and II-B distributions of Netskope shares were made for no consideration to limited partners and related entities, and are characterized as exempt pro rata distributions rather than market sales.
Does the Netskope (NTSK) Form 4 indicate a Rule 10b5-1 trading plan?
No. The document-level indicator shows that the Rule 10b5-1 checkbox is not affirmed, and the footnotes describe exempt, for-no-consideration pro rata distributions rather than trades executed under a trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
