Rubrik Form 4: Lightspeed Funds Shift 9.6 M Shares Internally
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) – Insider Form 4 dated 06/30/2025
The filing covers a complex set of internal equity movements executed on 06/26/2025 by Lightspeed-affiliated funds and partners Barry Eggers and Peter Nieh, who are 10% owners and directors of the issuer. The key transactions were:
- Conversion (Code C): A total of 9,641,000 Class B shares were automatically converted into an equal number of Class A shares across five Lightspeed entities (4.44 m; 2.004 m; 1.274 m; 1.031 m; 0.892 m). All conversions were booked at $0 consideration.
- In-kind distributions (Code J): The newly issued Class A shares were subsequently redistributed at no cost among related Lightspeed vehicles, general partners, management companies and the two individual insiders. For example, Lightspeed Venture Partners IX disposed of its 4.44 m converted shares, which were received pro-rata by Lightspeed General Partner IX and other Lightspeed entities.
- Resulting holdings: • Lightspeed Venture Partners IX shows 0 Class A shares post-distribution. • Lightspeed General Partner IX, Select II GP and several SPV managers now report newly acquired Class A positions (e.g., 1.159 m shares for LGP IX, 218.6 k for LGP Select II). • Barry Eggers and Peter Nieh each report 59,182 Class A shares held directly after receiving distributions. • Derivative table indicates 5.55 m Class B shares still held indirectly, plus 1.29 m; 2.51 m; 1.97 m; 1.38 m by affiliated entities.
No open-market sales occurred; all activity reflects internal conversions and non-cash transfers intended to re-allocate ownership among related funds. The movements increase the outstanding Class A share count but do not change Rubrik’s total shares outstanding. Voting dynamics may shift because Class B shares convert to Class A upon transfer as described in footnote 31.
Positive
- 9.64 million Class B shares converted to Class A, expanding the lower-vote share class and marginally improving corporate governance transparency.
- No open-market selling or cash proceeds; insiders maintained economic exposure, signalling continued commitment to the issuer.
Negative
- Increase in freely tradable Class A shares may add supply to the market once distributed holders decide to liquidate positions.
- Reduction of Class B holdings could foreshadow future selling activity by new recipients even though none has occurred yet.
Insights
TL;DR – Large internal conversion of 9.6 m Class B to Class A; no cash sales; governance impact, market impact neutral near-term.
The Form 4 shows Lightspeed’s orderly unwinding of Class B positions into Class A followed by in-kind distributions. Because the shares remain within Lightspeed-controlled entities and were transferred at $0, there is no immediate liquidity event or change in economic exposure. However, converting high-vote Class B into Class A lowers insiders’ relative voting power and raises the public-float share class, modestly enhancing minority shareholder influence. From a governance lens the action is neutral to slightly positive; it reduces dual-class asymmetry without dilutive issuance.
Insider Trade Summary
9,641,000 shares exercised/converted
Mixed
30 txns
Insider
Eggers Barry, Nieh Peter
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 4,440,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,031,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 2,004,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 1,274,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 892,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 4,440,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,031,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 2,004,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,274,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 892,000 | $0.00 | -- |
| Other | Class A Common Stock | 4,440,000 | $0.00 | -- |
| Other | Class A Common Stock | 1,159,950 | $0.00 | -- |
| Other | Class A Common Stock | 1,159,950 | $0.00 | -- |
| Other | Class A Common Stock | 1,031,000 | $0.00 | -- |
| Other | Class A Common Stock | 218,572 | $0.00 | -- |
| Other | Class A Common Stock | 218,572 | $0.00 | -- |
| Other | Class A Common Stock | 2,004,000 | $0.00 | -- |
| Other | Class A Common Stock | 1,274,000 | $0.00 | -- |
| Other | Class A Common Stock | 892,000 | $0.00 | -- |
| Other | Class A Common Stock | 400,800 | $0.00 | -- |
| Other | Class A Common Stock | 400,800 | $0.00 | -- |
| Other | Class A Common Stock | 16,984 | $0.00 | -- |
| Other | Class A Common Stock | 37,961 | $0.00 | -- |
| Other | Class A Common Stock | 166,963 | $0.00 | -- |
| Other | Class A Common Stock | 37,961 | $0.00 | -- |
| Other | Class A Common Stock | 146,773 | $0.00 | -- |
| Other | Class A Common Stock | 20,190 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 5,549,816 shares (Direct);
Class B Common Stock — 1,288,410 shares (Indirect, By Lightspeed Venture Partners Select II, L.P.);
Class A Common Stock — 4,440,000 shares (Direct);
Class A Common Stock — 1,031,000 shares (Indirect, By Lightspeed Venture Partners Select II, L.P.)
Footnotes (1)
- Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by Lightspeed IX. Each of LGP IX, LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by Lightspeed Select II. Each of LGP Select II, LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV is the manager of Lightspeed SPV I-B. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Represents an in-kind distribution by Lightspeed IX without consideration to its partners (including LGP IX). Represents receipt of shares in the distribution in kind described in footnote (6). Shares are held by LGP IX. LUGP IX is the general partner of LGP IX. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by LGP IX. Each of LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Represents an in-kind distribution by LGP IX without consideration to its partners. Represents an in-kind distribution by Lightspeed Select II without consideration to its partners (including LGP Select II). Represents receipt of shares in the distribution in kind described in footnote (10). Shares are held by LGP Select II. LUGP Select II is the general partner of LGP Select II. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by LGP Select II. Each of LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Represents an in-kind distribution by LGP Select II without consideration to its partners. Represents an in-kind distribution by Lightspeed SPV I without consideration to its members (including LS SPV). Represents an in-kind distribution by Lightspeed SPV I-B without consideration to its members. Represents an in-kind distribution by Lightspeed SPV I-C without consideration to its members. Represents receipt of shares in the distribution in kind described in footnote (14). Shares are held by LS SPV. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by LS SPV. Each of Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Represents an in-kind distribution by LS SPV without consideration to its members. Represents receipt of shares in the distribution in kind described in footnote (9). Represents receipt of shares in the distribution in kind described in footnote (13). Shares are held by Lightspeed Management Company, L.L.C. ("LMC"). Barry Eggers, Ravi Mhatre, and Peter Nieh are managing members of LMC and share voting and dispositive power with respect to the shares held by LMC. Each of Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. Represents receipt of shares in the distribution in kind described in footnote (19). Shares are held by Barry Eggers. Barry Eggers serves as trustee of the general partner of Eggers Investments LP - Fund 2. Shares are held by Peter Nieh. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 2. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 4. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 1. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 3. 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. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed X. Each of LGP X, LUGP X and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.
FAQ
What was the transaction price for the conversions and distributions?
All reported transactions were executed at $0, reflecting internal reallocations rather than market trades.