ICONIQ funds shift Netskope (NTSK) Class B holdings into Class A stock
Rhea-AI Filing Summary
Netskope Inc received a Form 4 showing that investment entities affiliated with ICONIQ converted multiple blocks of Class B Common Stock into Class A Common Stock through derivative conversions. The filing reports conversions including 8,127,540 shares by ICONIQ Strategic Partners VI, L.P., 11,976,293 shares by ICONIQ Strategic Partners VI-B, L.P., and 18,872,434 shares by ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), all on a one-for-one basis into Class A shares. Additional conversions were reported by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P. and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). The Class B positions shown in the filing were reduced to zero as they were fully converted, and the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
ICONIQ funds convert Netskope Class B shares into standard Class A stock.
The Form 4 shows several ICONIQ-managed funds converting Class B Common Stock of Netskope Inc into Class A Common Stock on a one-for-one basis. The transaction code C and descriptions label these as derivative conversions, not open-market purchases or sales.
The derivative transaction summary lists six derivative exercises totaling 42,769,954 shares, matching the aggregate Class B blocks converted into Class A. Class B positions in this filing drop to zero, while new or increased Class A balances appear for each ICONIQ vehicle.
Because there are no reported sales and net buy/sell shares are neutral, this looks like a capital structure clean-up rather than a change in economic exposure. Footnotes also state that various general partner entities and individuals such as Divesh Makan and Matthew Jacobson disclaim beneficial ownership beyond any pecuniary interest.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 8,127,540 | $0.00 | -- |
| Conversion | Class B Common Stock | 11,976,293 | $0.00 | -- |
| Conversion | Class B Common Stock | 18,872,434 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,931,110 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,511,670 | $0.00 | -- |
| Conversion | Class B Common Stock | 350,907 | $0.00 | -- |
| Conversion | Class A Common Stock | 8,127,540 | $0.00 | -- |
| Conversion | Class A Common Stock | 11,976,293 | $0.00 | -- |
| Conversion | Class A Common Stock | 18,872,434 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,931,110 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,511,670 | $0.00 | -- |
| Conversion | Class A Common Stock | 350,907 | $0.00 | -- |
Footnotes (1)
- On March 13, 2025, ICONIQ Strategic Partners VI, L.P. converted in the aggregate 8,127,540 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. ICONIQ Strategic Partners II GP, L.P. ("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. (continued) Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI and Messrs. Makan, Griffith and Jacobson 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 any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On March 13, 2025, ICONIQ Strategic Partners VI-B, L.P. converted in the aggregate 11,976,293 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. On March 13, 2025, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) converted in the aggregate 18,872,434 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. On March 13, 2025, ICONIQ Strategic Partners II, L.P. converted in the aggregate 1,931,110 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. On March 13, 2025, ICONIQ Strategic Partners II-B, L.P. converted in the aggregate 1,511,670 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. On March 13, 2025, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted in the aggregate 350,907 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock. The shares of Class B Common Stock automatically convert to shares of Class A common stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.
