RBRK Insider Filing: Greylock Entities Shift Large Share Blocks
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) Form 4 filed for Asheem Chandna (director) reports multiple distributions and transfers of Class A and Class B common stock dated 09/11/2025. The filing shows acquisitions reported as zero-price distributions: 4,476,448 shares (Class A) and two blocks of 248,691 shares each acquired indirectly by Greylock-related entities, plus additional smaller distributions to trusts and principals. Several dispositions were reported that reduce certain indirect holdings to zero. The reporting person is a managing member of the Greylock entities and disclaims beneficial ownership except to the extent of any pecuniary interest. Transactions were made pursuant to pro-rata, in-kind distributions under Rules 16a-9 and 16a-13.
Positive
- Large disclosed holdings via Greylock entities (e.g., 4,476,448 Class A shares) provide transparency on major shareholder positions
- Use of Rule 16a-9/16a-13 exemptions documented for in-kind distributions, showing regulatory compliance in transfer mechanics
Negative
- Direct beneficial ownership not established — reporting person disclaims ownership except for any pecuniary interest, complicating assessment of individual control
- Complex transfers among related entities reduce clarity on who holds voting power without further detail on ultimate holders
Insights
TL;DR Substantial in-kind distributions among Greylock entities shifted indirect holdings; reporting person disclaims direct beneficial ownership.
The Form 4 documents large zero-price distributions and corresponding disposals on 09/11/2025 involving both Class A and Class B common stock tied to Greylock XIV and related partnerships. The filing emphasizes indirect ownership through fund entities and a pro-rata in-kind distribution to partners and assigns under SEC exemptions. For investors, the material point is that beneficial ownership resides with multiple Greylock vehicles, not directly with the reporting individual, which may affect voting and control analysis when assessing shareholder composition.
TL;DR Governance implications: shares remain under Greylock entities; director-level affiliation noted but beneficial ownership is disclaimed.
The disclosure clarifies that Greylock XIV GP and Greylock 16 GP may share voting and dispositive power for large blocks of shares reported, and that Asheem Chandna is a managing member of those GPs. The report includes explicit disclaimers of beneficial ownership except for pecuniary interest and documents in-kind distributions under Rules 16a-9/16a-13. This structure preserves fund-level ownership while documenting the mechanics of redistribution to partners and principals.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 4,476,448 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 248,691 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 248,691 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 4,476,448 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 248,691 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 248,691 | $0.00 | $0.00 |
| Other | Class A Common Stock | 4,476,448 | $0.00 | $0.00 |
| Other | Class A Common Stock | 248,691 | $0.00 | $0.00 |
| Other | Class A Common Stock | 248,691 | $0.00 | $0.00 |
| Other | Class A Common Stock | 244,752 | $0.00 | $0.00 |
| Other | Class A Common Stock | 2,324 | $0.00 | $0.00 |
| Other | Class A Common Stock | 11,621 | $0.00 | $0.00 |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (7)
- F1. Greylock XIV GP LLC ("Greylock XIV GP") is the sole general partner of each of Greylock XIV Limited Partnership ("Greylock XIV") and Greylock XIV-A Limited Partnership ("Greylock XIV-A") and manager of Greylock XIV Principals LLC ("Greylock XIV Principals") and may be deemed to share voting and dispositive power with respect to the shares held directly by Greylock XIV, Greylock XIV-A and Greylock XIV Principals. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV, Greylock XIV-A and Greylock XIV Principals. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.
- F2. Represents a pro-rata, in-kind distribution by the Reporting Person and its affiliated funds and associated persons, without additional consideration, to its respective partners, members and/or assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
- F3. Represents (i) 231,871 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Limited Partnership for no consideration and (ii) 12,881 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV-A Limited Partnership for no consideration. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.
- F4. Represents 2,324 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Principals, LLC for no consideration in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.
- F5. Represents 11,621 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Principals, LLC for no consideration in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.
- F6. Greylock 16 GP LLC ("Greylock 16 GP") is the sole general partner of each of Greylock 16 Limited Partnership ("Greylock 16"), Greylock 16-A Limited Partnership ("Greylock 16-A") and Greylock 16 Principals Limited Partnership ("Greylock 16 Principals") and may be deemed to share voting and dispositive voting power with respect to the shares held directly by Greylock 16, Greylock 16-A and Greylock 16 Principals. The Reporting Person is one of the managing members of Greylock 16 GP, and may be deemed to share voting and investment power over the shares held by Greylock 16, Greylock 16-A and Greylock 16 Principals. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.
- F7. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock.
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