Sec Form 3/A Filing - Biswas Sanjit @ Samsara Inc. - 2021-12-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Biswas Sanjit
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SAMSARA INC. 350 RHODE ISLAND STREET, 4TH FLOOR, SOUTH BUILDING
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
12/14/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,286,597 D
Stock Option (right to buy) $ 3.51 ( 2 ) 05/08/2029 Class B Common Stock 1,140,062 D
Stock Option (right to buy) $ 7.59 ( 3 ) 10/14/2030 Class B Common Stock 3,051,280 D
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 66,594,629 I See footnote( 5 )
Series A Preferred Stock ( 1 ) ( 4 ) ( 4 ) Class B Common Stock 12,386,955 I See footnote( 5 )
Series B Preferred Stock ( 1 ) ( 4 ) ( 4 ) Class B Common Stock 4,629,639 I See footnote( 5 )
Series C Preferred Stock ( 1 ) ( 4 ) ( 4 ) Class B Common Stock 1,351,441( 15 ) I See footnote( 5 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,155,371( 16 ) I See footnote( 6 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 15,591,942 I See footnote( 7 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,292,432 I See footnote( 8 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,292,432 I See footnote( 9 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 250,000 I See footnote( 10 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 250,000 I See footnote( 11 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) 250,000 I See footnote( 12 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 250,000 I See footnote( 13 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,286,597 I See footnote( 14 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Biswas Sanjit
C/O SAMSARA INC. 350 RHODE ISLAND STREET
4TH FLOOR, SOUTH BUILDING
SAN FRANCISCO, CA94103
X X Chief Executive Officer
Signatures
/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas 12/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis and has no expiration date.
( 2 )1/48 of the total shares subject to the Option vested on March 4, 2019 and thereafter 1/48 of the shares subject to the Option vest each month thereafter on the same day of the month.
( 3 )1/48 of the total shares subject to the Option vested on November 15, 2020 and thereafter 1/48 of the shares subject to the Option vest each month thereafter on the same day of the month.
( 4 )The Series A, Series B and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series A, Series B and Series C Preferred Stock will be converted into shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis.
( 5 )Consists of shares held by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which Mr. Biswas has voting or investment power.
( 6 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.
( 7 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021, over which Mr. Biswas has voting or investment power.
( 8 )Consists of shares held by HB, Trustee of The HB 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power.
( 9 )Consists of shares held by Sanjit Biswas, Trustee of The Sanjit Biswas 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power.
( 10 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.
( 11 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo REB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.
( 12 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAmB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.
( 13 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAlB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.
( 14 )Consists of shares held by Mr. Biswas's spouse.
( 15 )The Form 3 filed by the Reporting Person on December 14, 2021 erroneously overstated the number of shares of Series C Preferred Stock held by the Reporting Person.
( 16 )The Form 3 filed by the Reporting Person on December 14, 2021 erroneously overstated the number of shares of Class B Common Stock held by the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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