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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. 1)
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Netskope, Inc. (Name of Issuer) |
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,169,285.00 | ||||||||
| 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)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II-B, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,308,897.00 | ||||||||
| 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)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) | ||||||||
| 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
2,339,380.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II GP, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,817,562.00 | ||||||||
| 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)
11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners II TT GP, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,817,562.00 | ||||||||
| 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)
11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,723,318.00 | ||||||||
| 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)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI-B, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,854,199.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) | ||||||||
| 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
18,872,434.00 | ||||||||
| 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)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI GP, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00 | ||||||||
| 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)
17.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VI TT GP, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00 | ||||||||
| 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)
17.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Divesh Makan | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,267,513.00 | ||||||||
| 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)
28.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
William J.G. Griffith | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
66,267,513.00 | ||||||||
| 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)
28.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Matthew Jacobson | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,449,951.00 | ||||||||
| 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)
17.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Netskope, Inc. | |
| (b) | Address of issuer's principal executive offices:
2445 Augustine Drive, Suite 301, Santa Clara, CA 95054 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) ICONIQ Strategic Partners II, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II").
(ii) ICONIQ Strategic Partners II-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II-B").
(iii) ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ II Co-Invest NS" and together with ICONIQ II and ICONIQ II-B, the "ICONIQ II Funds").
(iv) ICONIQ Strategic Partners VI, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI").
(v) ICONIQ Strategic Partners VI-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI-B").
(vi) ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) a Delaware series limited partnership ("ICONIQ VI Co-Invest NS" and together with ICONIQ VI, ICONIQ VI-B and ICONIQ VI Co-Invest NS, the "ICONIQ VI Funds").
(vii) ICONIQ Strategic Partners II GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ II GP"), the sole general partner of the ICONIQ II Funds.
(viii) ICONIQ Strategic Partners VI GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VI GP"), the sole general partner of the ICONIQ VI Funds.
(ix) ICONIQ Strategic Partners II TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ II Parent GP"), the sole general partner of ICONIQ II GP.
(x) ICONIQ Strategic Partners VI TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VI Parent GP"), the sole general partner of ICONIQ VI GP.
(xi) Divesh Makan, a citizen of the United States ("Makan").
(xii) William J.G. Griffith, a citizen of the United States ("Griffith"), together with Makan, are the sole equity holders of ICONIQ II Parent GP.
(xiii) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ VI Parent GP. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | |
| (c) | Citizenship:
See Item 2(a) above. | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE | |
| (e) | CUSIP No.:
| |
| 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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (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:
(i) ICONIQ II directly owns 13,169,285 shares of Class A Common Stock, which represents approximately 5.7% of the outstanding Class A Common Stock.
(ii) ICONIQ II-B directly owns 10,308,897 shares of Class A Common Stock, which represents approximately 4.5% of the outstanding Class A Common Stock.
(iii) ICONIQ II Co-Invest NS directly owns 2,339,380 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock.
(iv) ICONIQ II GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock.
(v) ICONIQ II Parent GP may be deemed to beneficially own an aggregate of 25,817,562 shares of Class A Common Stock held by the ICONIQ II Funds, which represents approximately 11.2% of the outstanding Class A Common Stock.
(vi) ICONIQ VI directly owns 8,723,318 shares of Class A Common Stock, which represents approximately 3.8% of the outstanding Class A Common Stock.
(vii) ICONIQ VI-B directly owns 12,854,199 shares of Class A Common Stock, which represents approximately 5.6% of the outstanding Class A Common Stock.
(viii) ICONIQ VI Co-Invest NS directly owns 18,872,434 shares of Class A Common Stock, which represents approximately 8.2% of the outstanding Class A Common Stock.
(ix) ICONIQ VI GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock.
(x) ICONIQ VI Parent GP may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock.
(xi) Makan may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock held by the ICONIQ II Funds and the ICONIQ VI Funds, which represents approximately 28.7% of the outstanding Class A Common Stock.
(xii) Griffith may be deemed to beneficially own an aggregate of 66,267,513 shares of Class A Common Stock, which represents approximately 28.7% of the outstanding Class A Common Stock.
(xiii) Jacobson may be deemed to beneficially own an aggregate of 40,449,951 shares of Class A Common Stock held by the ICONIQ VI Funds, which represents approximately 17.5% of the outstanding Class A Common Stock. | |
| (b) | Percent of class:
See Item 4(a) above. The percent of class was based upon 231,167,738 shares of Class A Common Stock outstanding, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
ICONIQ II: 13,169,285 shares of Class A Common Stock
ICONIQ II-B: 10,308,897 shares of Class A Common Stock
ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock
ICONIQ II GP: 25,817,562 shares of Class A Common Stock
ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock
ICONIQ VI: 8,723,318 shares of Class A Common Stock
ICONIQ VI-B: 12,854,199 shares of Class A Common Stock
ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock
ICONIQ VI GP: 40,449,951 shares of Class A Common Stock
ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock
Makan: 66,267,513 shares of Class A Common Stock
Griffith: 66,267,513 shares of Class A Common Stock
Jacobson: 40,449,951 shares of Class A Common Stock | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
ICONIQ II: 13,169,285 shares of Class A Common Stock
ICONIQ II-B: 10,308,897 shares of Class A Common Stock
ICONIQ II Co-Invest NS: 2,339,380 shares of Class A Common Stock
ICONIQ II GP: 25,817,562 shares of Class A Common Stock
ICONIQ II Parent GP: 25,817,562 shares of Class A Common Stock
ICONIQ VI: 8,723,318 shares of Class A Common Stock
ICONIQ VI-B: 12,854,199 shares of Class A Common Stock
ICONIQ VI Co-Invest NS: 18,872,434 shares of Class A Common Stock
ICONIQ VI GP: 40,449,951 shares of Class A Common Stock
ICONIQ VI Parent GP: 40,449,951 shares of Class A Common Stock
Makan: 66,267,513 shares of Class A Common Stock
Griffith: 66,267,513 shares of Class A Common Stock
Jacobson: 40,449,951 shares of Class A Common Stock | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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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