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

Securities Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chandna Asheem

(Last) (First) (Middle)

C/O GREYLOCK PARTNERS

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/11/2025		C		4,476,448	A	$0	4,476,448	I	By Greylock XIV Limited Partnership(1)
Class A Common Stock	09/11/2025		C		248,691	A	$0	248,691	I	By Greylock XIV-A Limited Partnership(1)
Class A Common Stock	09/11/2025		C		248,691	A	$0	248,691	I	By Greylock XIV Principals LLC(1)
Class A Common Stock	09/11/2025		J(2)		4,476,448	D	$0	0	I	By Greylock XIV Limited Partnership(1)
Class A Common Stock	09/11/2025		J(2)		248,691	D	$0	0	I	By Greylock XIV-A Limited Partnership(1)
Class A Common Stock	09/11/2025		J(2)		248,691	D	$0	0	I	By Greylock XIV Principals LLC(1)
Class A Common Stock	09/11/2025		J(3)		244,752	A	$0	1,093,641	D
Class A Common Stock	09/11/2025		J(4)		2,324	A	$0	9,296	I	By Asheem Chandna and Aarti Chandna, trustees of the Chandna Children's Trust dated 12/23/2012
Class A Common Stock	09/11/2025		J(5)		11,621	A	$0	46,484	I	By The Revocable Trust of Asheem Chandna and Aarti Chandna, UDT 4/13/98
Class A Common Stock								345,623	I	By Greylock 16 Limited Partnership(6)
Class A Common Stock								12,287	I	By Greylock 16-A Limited Partnership(6)
Class A Common Stock								26,112	I	By Greylock 16 Principals Limited Partnership(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)	09/11/2025		C			4,476,448	(7)	(7)	Class A Common Stock	4,476,448	$0	0	I	By Greylock XIV Limited Partnership(1)
Class B Common Stock	(7)	09/11/2025		C			248,691	(7)	(7)	Class A Common Stock	248,691	$0	0	I	By Greylock XIV-A Limited Partnership(1)
Class B Common Stock	(7)	09/11/2025		C			248,691	(7)	(7)	Class A Common Stock	248,691	$0	0	I	By Greylock XIV Principals LLC(1)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

	/s/ Larry Guo, Attorney-in-Fact	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Asheem Chandna report on the RBRK Form 4?

The Form 4 reports multiple zero-price in-kind distributions and related dispositions dated 09/11/2025, including 4,476,448 Class A shares and two blocks of 248,691 shares tied to Greylock entities.

Does the filing show Asheem Chandna personally owns the shares?

No. The filing states the shares are held indirectly by Greylock partnerships and the reporting person explicitly disclaims beneficial ownership except to the extent of any pecuniary interest.

Why were the shares reported at a price of $0?

The reported acquisitions were in-kind, pro-rata distributions to partners, members or assigns and thus recorded as zero-price distributions in accordance with the filing explanations.

Which entities are identified as holding the reported shares?

The filing references Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, Greylock XIV Principals LLC, and related Greylock 16 entities, plus certain family trusts.

Were any Class B shares involved and how do they convert?

Yes. Class B Common Stock blocks were reported; the filing explains each Class B share automatically converts into one Class A share upon transfer or may be converted at holder option.

What SEC rules are cited for the distributions?

The filing cites exemptions under Rules 16a-9 and 16a-13 for the in-kind, pro-rata distributions.