Sec Form 4 Filing - McCarthy Brian K. @ Rubrik, Inc. - 2024-04-24

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 McCarthy Brian K. 2. Issuer Name and Ticker or Trading Symbol Rubrik, Inc. [ RBRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) C/O RUBRIK INC., 3495 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2024 (Street) PALO ALTO, CA94304 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 Restricted Stock Units ( 1 ) 04/24/2024 A 900,000 ( 2 ) 03/30/2028 Class B Common Stock 900,000 $ 0 900,000 D Restricted Stock Units ( 1 ) 04/24/2024 A 150,000 < span class="form4-data"> ( 3 ) 03/30/2028 Class B Common Stock 150,000 $ 0 150,000 D Restricted Stock Units ( 1 ) 04/24/2024 A 100,000 ( 4 ) 04/13/2029 Class B Common Stock 100,000 $ 0 100,000 D Restricted Stock Units ( 1 ) 04/24/2024 A 425,000 ( 5 ) 03/24/2030 Class B Common Stock 425,000 $ 0 425,000 D Restricted Stock Units ( 1 ) 04/24/2024 A 250,000 ( 6 ) 03/25/2031 Class B Common Stock 250,000 $ 0 250,000 D Restricted Stock Units ( 1 ) 04/25/2024 M 385,377 ( 2 ) 03/30/2028 Class B Common Stock 385,377 $ 0 514,623 D Restricted Stock Units ( 1 ) 04/25/2024 M 28,248 ( 4 ) 04/13/2029 Class B Common Stock 28,248 $ 0 71,752 D Restricted Stock Units ( 1 ) 04/25/2024 M 28,255 ( 5 ) 03/24/2030 Class B Common Stock 28,255 $ 0 396,745 D Restricted Stock Units ( 1 ) 04/25/2024 F 289,623 ( 7 ) ( 2 ) 03/30/2028 Class B Common Stock 289,623 $ 0 225,000 D Restricted Stock Units ( 1 ) 04/25/2024 F 21,752 ( 7 ) ( 4 ) 04/13/2029 Class B Common Stock 21,752 $ 0 50,000 D Restricted Stock Units ( 1 ) 04/25/2024 F 21,745 ( 7 ) ( 5 ) 03/24/2030 Class B Common Stock 21,745 $ 0 375,000 D Class B Common Stock ( 8 ) 04/25/2024 M 441,880 ( 8 ) ( 8 ) Class A Common Stock 441,880 ( 8 ) 441,880 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCarthy Brian K. C/O RUBRIK INC. 3495 DEER CREEK ROAD PALO ALTO, CA94304 Chief Revenue Officer Signatures /s/ Anne-Kathrin Lalendran, Attorney-in-Fact 04/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock. ( 2 )The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/4 of the shares subject to the RSU vested on March 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). ( 3 )The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: all of the shares subject to the RSU will vest upon the Issuer's achievement of a specified average price per share prior to the expiration of the RSU award, subject to the Reporting Person subject to the Reporting Person continuing to have a Service Relationship (as defined in the Amended and Restated Issuer's Amended and Restated 2014 Stock Option and Grant Plan). ( 4 )The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). ( 5 )The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 50,000 shares subject to the RSU vested on March 15, 2024, 100,000 shares subject to the RSU vest on March 15, 2025, 125,000 shares vest on March 15, 2026, and 150,000 shares vest on March 15, 2027, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). ( 6 )The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 10% of the shares subject to the RSU vest on March 15, 2025, 20% of the shares subject to the RSU vest on March 15, 2026, 35% of the shares subject to the RSU vest on March 15, 2027, and 35% of the shares subject to the RSU vest on March 15, 2028, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). ( 7 )Represents the number of shares withheld by the Issuer in connection with the net settlement of the applicable RSUs prior to the open of trading on April 25, 2024, which settlement date was determined by the Issuer's board of directors, to satisfy the tax obligation realized upon vesting of such RSUs. ( 8 )Each share of Class B Common Stock held by the Reporting Person 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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

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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