Sec Form 4 Filing - Bicket John @ Samsara Inc. - 2022-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Bicket John
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)
See remarks
(Last) (First) (Middle)
C/O SAMSARA INC., 350 RHODE ISLAND ST., 4TH FLOOR, SOUTH BUILDING
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2022
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
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
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 ) ( 2 ) 06/15/2022 M 152,564 ( 3 ) ( 3 ) Class B Common Stock 152,564 $ 0 1,423,931 D
Class B Common Stock $ 0 06/15/2022 M 15 2,564 ( 3 ) ( 3 ) Class A Common Stock 152,564 $ 0 2,303,690 D
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 84,901,271 84,901,271 I See footnote( 4 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 1,650,439 1,650,439 I See footnote( 5 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 1,283,986 1,283,986 I See footnote( 6 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 15,591,942 15,591,942 I See footnote( 7 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 1,650,439 1,650,439 I See footnote( 8 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 1,286,597 1,286,597 I See footnote( 9 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 4,466,764 4,466,764 I See footnote( 10 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 250,000 250,000 I See footnote( 11 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 250,000 250,000 I See footnote( 12 )
Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 250,000 250,000 I See footnote( 13 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bicket John
C/O SAMSARA INC., 350 RHODE ISLAND ST.
4TH FLOOR, SOUTH BUILDING
SAN FRANCISCO, CA94103
X X See remarks
Signatures
/s/ Adam Eltoukhy, attorney-in-fact on behalf of John Bicket 06/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares represent RSUs, of which 152,564 vested on June 15, 2022 and the remaining shares vest in quarterly installments through December 15, 2024.
( 2 )Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
( 3 )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.
( 4 )Consists of shares held by John C. Bicket, Trustee of the John C. Bicket Revocable Trust u/a/d 2/15/2013, over which Mr. Bicket has voting or investment power.
( 5 )Consists of shares held by CBD, Trustee of The CBD 2020 Annuity Trust u/a/d 12/23/2020, over which Mr. Bicket has voting or investment power. On April 12, 2022, the Reporting Person transferred shares to John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/2020. Such transfer did not represent a change in beneficial ownership.
( 6 )Consists of shares held by John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/2020. On April 12, 2022, the Reported Person received shares from transfers from (a) CBD, Trustee of The CBD 2020 Annuity Trust u/a/d 12/23/2020 and (b) John C. Bicket, Trustee of The John C. Bicket 2020 Annuity Trust u/a/d 12/23/2020. Such transfers did not represent a change in beneficial ownership.
( 7 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust II u/a/d 10/8/2021, over which Mr. Bicket has voting or investment power.
( 8 )Consists of shares held by John C. Bicket, Trustee of The John C. Bicket 2020 Annuity Trust u/a/d 12/23/2020, over which Mr. Bicket has voting or investment power. On April 12, 2022, the Reporting Person transferred shares to John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/20. Such transfer did not represent a change in beneficial ownership.
( 9 )Consists of shares held by Mr. Bicket's spouse.
( 10 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I u/a/d 11/10/2021, over which Mr. Bicket has voting or investment power.
( 11 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo ACDB u/a/d 11/10/2021, over which Mr. Bicket has voting or investment power.
( 12 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo JCDB u/a/d 11/10/2021, over which Mr. Bicket has voting or investment power.
( 13 )Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A u/a/d 11/10/2021, over which Mr. Bicket has voting or investment power.

Remarks:
Executive Vice President, Chief Technology Officer

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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