[SCHEDULE 13G/A] Rubrik, Inc. SEC Filing
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13G/A
Greylock XIV entities reported beneficial ownership of Rubrik, Inc. (Class B common stock) with convertible rights into Class A shares. Greylock XIV Limited Partnership directly holds 4,476,448 Class B shares, which the filing treats as equivalent to 3.50% of Rubrik's outstanding Class A common stock for percentage calculations. Two related entities, Greylock XIV-A Limited Partnership and Greylock XIV Principals LLC, each directly hold 248,691 Class B shares (each ~0.20% on a Class A equivalent basis). Combined holdings attributable to Greylock XIV GP LLC total 4,973,830 Class B shares, reported as approximately 3.87% of outstanding Class A stock when converted for percentage purposes. Each Class B share carries 20 votes versus one vote for Class A, and the filing states the combined voting power represented by these Class B holdings is 6.54% of aggregate combined voting power based on the issuer's reported share counts as of May 31, 2025.
Positive
- None.
Negative
- None.
Insights
TL;DR: Greylock XIV maintains a meaningful minority economic stake; its outsized voting rights modestly increase governance influence.
The filing shows direct ownership of 4.48 million Class B shares by Greylock XIV Limited Partnership and additional holdings across affiliated entities, with 4.97 million Class B shares attributable to Greylock XIV GP LLC. For economic ownership measured on a Class A-equivalent basis the stake is reported at roughly 3.5%–3.9%, below a 5% Schedule 13D threshold. However, Class B shares carry a 20:1 voting multiplier, producing a larger share of combined voting power (reported as 5.88% for the largest entity and 6.54% aggregated). This structure means Greylock’s voting influence is materially larger than its economic percentage and should be considered when assessing control dynamics, board voting outcomes, and shareholder coalition scenarios.
TL;DR: Ownership disclosure is thorough; dual-class structure amplifies voting weight though economic ownership remains modest.
The Schedule 13G/A clearly discloses conversion rights, transfer triggers, and the 20-for-1 voting differential between Class B and Class A shares. Greylock’s reported Class B holdings convert into Class A for percentage calculations under Rule 13d-3, which understates the practical voting influence from a governance perspective. The filing is compliant and provides the necessary detail for investors to understand both economic and voting stakes. No changes to management or control are indicated in the filing itself.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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RUBRIK, INC. (Name of Issuer) |
Class A Common Stock, $0.000025 par value per share (Title of Class of Securities) |
781154109 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 781154109 |
| 1 | Names of Reporting Persons
Greylock XIV Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,476,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.50 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 6, Row 8, and Row 9 represent 4,476,448 shares of Class B Common Stock, par value $0.000025 per share (the "Class B Common Stock"), of the issuer held directly by Greylock XIV Limited Partnership.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, par value $0.000025 per share (the "Class A Common Stock"), of the issuer and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 123,563,326 shares of Class A Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 4,476,448 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents 5.88% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 123,563,326 shares of Class A Common Stock and (ii) 69,930,024 shares of Class B Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
SCHEDULE 13G
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| CUSIP No. | 781154109 |
| 1 | Names of Reporting Persons
Greylock XIV-A Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
248,691.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.20 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 6, Row 8, and Row 9 represent 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 123,563,326 shares of Class A Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 248,691 shares of Class B Common Stock held by Greylock XIV-A Limited Partnership represents 0.33% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 123,563,326 shares of Class A Common Stock and (ii) 69,930,024 shares of Class B Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
SCHEDULE 13G
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| CUSIP No. | 781154109 |
| 1 | Names of Reporting Persons
Greylock XIV Principals LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
248,691.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.20 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 6, Row 8, and Row 9 represent 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 123,563,326 shares of Class A Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 248,691 shares of Class B Common Stock held by Greylock XIV Principals LLC represents 0.33% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 123,563,326 shares of Class A Common Stock and (ii) 69,930,024 shares of Class B Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
SCHEDULE 13G
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| CUSIP No. | 781154109 |
| 1 | Names of Reporting Persons
Greylock XIV GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,973,830.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 6, Row 8, and Row 9 represent 4,476,448 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC.
Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 123,563,326 shares of Class A Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 4,476,448 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents 6.54% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 123,563,326 shares of Class A Common Stock and (ii) 69,930,024 shares of Class B Common Stock outstanding as of May 31, 2025 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on June 9, 2025).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
RUBRIK, INC. | |
| (b) | Address of issuer's principal executive offices:
3495 Deer Creek Road, Palo Alto, California 94304 | |
| Item 2. | ||
| (a) | Name of person filing:
The reporting persons are:
(i) Greylock XIV Limited Partnership;
(ii) Greylock XIV-A Limited Partnership;
(iii) Greylock XIV Principals LLC; and
(iv) Greylock XIV GP LLC, the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and manager of Greylock XIV Principals LLC. | |
| (b) | Address or principal business office or, if none, residence:
2550 Sand Hill Road, Suite 200, Menlo Park, CA 94025 | |
| (c) | Citizenship:
(i) Greylock XIV Limited Partnership, a Delaware limited partnership; (ii) Greylock XIV-A Limited Partnership, a Delaware limited partnership; (iii) Greylock XIV Principals LLC, a Delaware limited liability company; and (iv) Greylock XIV GP LLC, a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.000025 par value per share | |
| (e) | CUSIP No.:
781154109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Greylock XIV Limited Partnership directly owns 4,476,448 shares of Class B Common Stock.
Greylock XIV-A Limited Partnership directly owns 248,691 shares of Class B Common Stock.
Greylock XIV Principals LLC directly owns 248,691 shares of Class B Common Stock.
Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 4,476,448 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. | |
| (b) | Percent of class:
Greylock XIV Limited Partnership directly owns 4,476,448 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 3.50% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 4,476,448 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 5.88%.
Greylock XIV-A Limited Partnership directly owns 248,691 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 0.20% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 248,691 shares of Class B Common Stock held by Greylock XIV-A Limited Partnership represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 0.33%.
Greylock XIV Principals LLC directly owns 248,691 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 0.20% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 248,691 shares of Class B Common Stock held by Greylock XIV Principals LLC represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 0.33%.
Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 4,476,448 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 3.87% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 4,476,448 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 248,691 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 248,691 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 6.54 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Greylock XIV Limited Partnership 0
Greylock XIV-A Limited Partnership 0
Greylock XIV Principals LLC 0
Greylock XIV GP LLC 0 | ||
| (ii) Shared power to vote or to direct the vote:
Greylock XIV Limited Partnership 4,476,448
Greylock XIV-A Limited Partnership 248,691
Greylock XIV Principals LLC 248,691
Greylock XIV GP LLC 4,973,830 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Greylock XIV Limited Partnership 0
Greylock XIV-A Limited Partnership 0
Greylock XIV Principals LLC 0
Greylock XIV GP LLC 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Greylock XIV Limited Partnership 4,476,448
Greylock XIV-A Limited Partnership 248,691
Greylock XIV Principals LLC 248,691
Greylock XIV GP LLC 4,973,830 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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