SEC FORM 4

Please wait

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lightspeed SPV II, LLC

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/18/2025		C		20,231,286	A	⁽²⁾⁽³⁾	20,231,286	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	09/18/2025		C		8,818,610	A	⁽⁵⁾⁽⁶⁾⁽⁷⁾	8,818,610	I	See footnote⁽⁸⁾
Common Stock⁽¹⁾	09/18/2025		C		7,508,890	A	⁽⁶⁾⁽⁷⁾	7,508,890	I	See footnote⁽⁹⁾
Common Stock⁽¹⁾	09/18/2025		C		15,608,645	A	⁽⁷⁾	15,608,645	I	See footnote⁽¹⁰⁾
Common Stock⁽¹⁾	09/18/2025		C		7,765,561	A	⁽¹¹⁾	7,765,561	I	See footnote⁽¹²⁾
Common Stock⁽¹⁾	09/18/2025		C		4,040,640	A	⁽¹¹⁾⁽¹³⁾	4,340,640	I	See footnote⁽¹⁴⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		20,231,286	D	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		8,818,610	D	⁽¹⁾	0	I	See footnote⁽⁸⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		7,508,890	D	⁽¹⁾	0	I	See footnote⁽⁹⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		15,608,645	D	⁽¹⁾	0	I	See footnote⁽¹⁰⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		7,765,561	D	⁽¹⁾	0	I	See footnote⁽¹²⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		4,340,640	D	⁽¹⁾	0	I	See footnote⁽¹⁴⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		219,075	D	⁽¹⁾	0	I	See footnote⁽¹⁵⁾
Common Stock⁽¹⁾	09/19/2025		J⁽¹⁾		500	D	⁽¹⁾	0	I	See footnote⁽¹⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽²⁾	09/18/2025		C			15,892,460	⁽²⁾	⁽²⁾	Common Stock⁽¹⁾	15,892,460	⁽²⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	09/18/2025		C			4,338,826	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	4,338,826	⁽³⁾	0	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁵⁾	09/18/2025		C			2,227,876	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	2,227,876	⁽⁵⁾	0	I	See footnote⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁶⁾	09/18/2025		C			5,672,579	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	5,672,579	⁽⁶⁾	0	I	See footnote⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁶⁾	09/18/2025		C			5,672,579	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	5,672,579	⁽⁶⁾	0	I	See footnote⁽⁹⁾
Series F Convertible Preferred Stock	⁽⁷⁾	09/18/2025		C			918,155	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	918,155	⁽⁷⁾	0	I	See footnote⁽⁸⁾
Series F Convertible Preferred Stock	⁽⁷⁾	09/18/2025		C			1,836,311	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	1,836,311	⁽⁷⁾	0	I	See footnote⁽⁹⁾
Series F Convertible Preferred Stock	⁽⁷⁾	09/18/2025		C			15,608,645	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	15,608,645	⁽⁷⁾	0	I	See footnote⁽¹⁰⁾
Series G Convertible Preferred Stock	⁽¹¹⁾	09/18/2025		C			7,765,561	⁽¹¹⁾	⁽¹¹⁾	Common Stock⁽¹⁾	7,765,561	⁽¹¹⁾	0	I	See footnote⁽¹²⁾
Series G Convertible Preferred Stock	⁽¹¹⁾	09/18/2025		C			2,986,754	⁽¹¹⁾	⁽¹¹⁾	Common Stock⁽¹⁾	2,986,754	⁽¹¹⁾	0	I	See footnote⁽¹⁴⁾
Series H Convertible Preferred Stock	⁽¹³⁾	09/18/2025		C			1,053,886	⁽¹³⁾	⁽¹³⁾	Common Stock⁽¹⁾	1,053,886	⁽¹³⁾	0	I	See footnote⁽¹⁴⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		20,231,286		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	20,231,286	⁽¹⁾	20,231,286	I	See footnote⁽⁴⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		8,818,610		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	8,818,610	⁽¹⁾	8,818,610	I	See footnote⁽⁸⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		7,508,890		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	7,508,890	⁽¹⁾	7,508,890	I	See footnote⁽⁹⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		15,608,645		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	15,608,645	⁽¹⁾	15,608,645	I	See footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		7,765,561		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	7,765,561	⁽¹⁾	7,765,561	I	See footnote⁽¹²⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		4,340,640		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	4,340,640	⁽¹⁾	4,340,640	I	See footnote⁽¹⁴⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		219,075		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	219,075	⁽¹⁾	219,075	I	See footnote⁽¹⁵⁾
Class B Common Stock	⁽¹⁷⁾	09/19/2025		J⁽¹⁾		500		⁽¹⁷⁾	⁽¹⁸⁾	Class A Common Stock	500	⁽¹⁾	500	I	See footnote⁽¹⁶⁾

1. Name and Address of Reporting Person^*

Lightspeed SPV II, LLC

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lightspeed SPV II-B, LLC

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LS SPV Management, LLC

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mhatre Ravi

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").

2. Each share of Series B Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

3. Each share of Series C Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

4. The shares are held of record by Lightspeed Venture Partners IX, L.P., or Lightspeed IX. Lightspeed General Partner IX, L.P., or Lightspeed GP IX, is the general partner of Lightspeed IX and Lightspeed Ultimate General Partner IX, Ltd., or Lightspeed UGP IX, is the general partner of Lightspeed GP IX. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP IX, share voting and investment power with respect to the shares held of record by Lightspeed IX. Each of Lightspeed GP IX, Lightspeed UGP IX and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

5. Each share of Series D Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

6. Each share of Series E Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

7. Each share of Series F Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

8. The shares are held of record by Lightspeed Venture Partners Select, L.P., or Lightspeed Select. Lightspeed General Partner Select, L.P., or Lightspeed GP Select, is the general partner of Lightspeed Select and Lightspeed Ultimate General Partner Select, Ltd., or Lightspeed UGP Select, is the general partner of Lightspeed GP Select. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP Select, share voting and investment power with respect to the shares held of record by Lightspeed Select. Each of Lightspeed GP Select, Lightspeed UGP Select and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

9. The shares are held of record by Lightspeed Venture Partners Select II, L.P., or Lightspeed Select II. Lightspeed General Partner Select II, L.P., or Lightspeed GP Select II, is the general partner of Lightspeed Select II and Lightspeed Ultimate General Partner Select II, Ltd., or Lightspeed UGP Select II, is the general partner of Lightspeed GP Select II. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP Select II, share voting and investment power with respect to the shares held of record by Lightspeed Select II. Each of Lightspeed GP Select II, Lightspeed UGP Select II and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

10. The shares are held of record by Lightspeed SPV II, LLC, or Lightspeed SPV II. LS SPV Management, LLC, or LS SPV Mgmt, is the manager of Lightspeed SPV II. Messrs. Eggers, Mhatre and Nieh, the managers of LS SPV Mgmt, share voting and dispositive power with respect to the shares held of record by Lightspeed SPV II. Each of LS SPV Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

11. Each share of Series G Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

12. The shares are held of record by Lightspeed SPV II-B, LLC, or Lightspeed SPV II-B. LS SPV Mgmt is the manager of Lightspeed SPV II-B. Messrs. Eggers, Mhatre and Nieh, the managers of LS SPV Mgmt, share voting and dispositive power with respect to the shares held of record by Lightspeed SPV II-B. Each of LS SPV Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

13. Each share of Series H Convertible Preferred Stock converted into Common Stock on a one-to-one basis prior to the completion of the IPO and had no expiration date.

14. The shares are held of record by Lightspeed Opportunity Fund, L.P., or Lightspeed Opportunity Fund. Lightspeed General Partner Opportunity Fund, L.P., or Lightspeed GP Opportunity Fund, is the general partner of Lightspeed Opportunity Fund and Lightspeed Ultimate General Partner Opportunity Fund, Ltd., or Lightspeed UGP Opportunity Fund, is the general partner of Lightspeed GP Opportunity Fund. Arif Janmohamed and Ravi Mhatre, the directors of Lightspeed UGP Opportunity Fund, share voting and investment power with respect to the shares held of record by Lightspeed Opportunity Fund. Each of Lightspeed GP Opportunity Fund, Lightspeed UGP Opportunity Fund and Mr. Mhatre disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Janmohamed, a director of the Issuer, files separate Section 16 reports.

15. The shares are held of record by Lightspeed Venture Partners XII, L.P., or Lightspeed XII. Lightspeed General Partner XII, L.P., or Lightspeed GP XII, is the general partner of Lightspeed XII and Lightspeed Ultimate General Partner XII, Ltd., or Lightspeed UGP XII, is the general partner of Lightspeed GP XII. Barry Eggers, Mr. Mhatre and Peter Nieh, the directors of Lightspeed UGP XII, share voting and investment power with respect to the shares held of record by Lightspeed XII. Each of Lightspeed GP XII, Lightspeed UGP XII and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

16. The shares are held of record by LSS Fund II, LLC, or LSS Fund II. Lightspeed Scout Management, LLC, or Lightspeed Scout Mgmt, is the manager of LSS Fund II. Messrs. Eggers, Mhatre and Nieh, the managing members of Lightspeed Scout Mgmt, share voting and investment power with respect to the shares held of record by LSS Fund II. Each of Lightspeed Scout Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

17. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

18. The shares of Class B Common Stock automatically convert to shares of Class A common stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.

Remarks:

This report is the third of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Lightspeed Venture Partners and their applicable related parties.

	Lightspeed SPV II, LLC, by LS SPV Management, LLC, its Manager, /s/ Ravi Mhatre, Manager	09/22/2025
	Lightspeed SPV II-B, LLC, by LS SPV Management, LLC, Manager, /s/ Ravi Mhatre, Manager	09/22/2025
	LS SPV Management, LLC, /s/ Ravi Mhatre, Manager	09/22/2025
	/s/ Barry Eggers	09/22/2025
	/s/ Ravi Mhatre	09/22/2025
	/s/ Peter Nieh	09/22/2025
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.