| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/24/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/24/2026 | C | 500,000 | A | (1) | 500,000(2) | I | By SPV(3) | ||
| Class A Common Stock | 09/24/2026 | C | 55,000 | A | (1) | 111,652 | D | |||
| Class A Common Stock | 09/25/2026 | G | 55,000 | D | $0 | 56,652 | D | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 09/24/2026 | C | 555,000 | (1) | (1) | Class A Common Stock | 555,000 | $0 | 10,679,839 | D | ||||
| Prepaid Variable Forward Contract (obligation to sell) | (4)(5) | 09/25/2026 | J/K(4)(5) | 500,000 | (4)(5) | (4)(5) | Class A Common Stock | 500,000 | (4)(5) | 500,000 | I | By SPV(3) | |||
| Explanation of Responses: |
| 1. 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. |
| 2. Represents 500,000 shares transferred on September 24, 2026 to an entity of which the reporting person is the sole equity member. The transfer was exempt under Rule 16a-13 as a change in the form of beneficial ownership without a change in pecuniary interest. |
| 3. The reporting person is the sole equity member of the SPV. |
| 4. On September 25, 2026, an entity of which the Reporting Person is the sole equity member (the "Entity") entered into a prepaid variable forward contract with an unaffiliated counterparty. The contract obligates the Entity to deliver to the counterparty up to 500,000 shares of the Issuer's Class A common stock (or, at the Entity's election, a cash settlement amount determined based on the market price of the Issuer's Class A common stock) on the scheduled settlement date of September 26, 2028. In exchange for assuming this obligation, the Entity is expected to receive a cash payment of $42,051,350 on September 28, 2026. The Entity pledged 500,000 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the contract. In most instances, the Entity retains voting rights in the Pledged Shares during the term of the pledge. |
| 5. Subject to customary adjustments, the number of shares of Class A common stock deliverable at settlement will be determined as follows: (a) if the closing price of Class A common stock on September 25, 2028 ("Settlement Price") is less than or equal to $93.14 ("Forward Floor Price"), the Entity will deliver to the counterparty 500,000 shares of Class A common stock; (b) if the Settlement Price is between the Forward Floor Price and $165.58 (the "Forward Cap Price"), the Entity will deliver to the counterparty a number of shares of Class A common stock having a value, based on the Settlement Price, of $46,570,000; and (c) if the Settlement Price exceeds the Forward Cap Price, the Entity will deliver to the counterparty a variable number of shares of Class A common stock equal to 500,000 multiplied by the sum of (i) the Forward Floor Price and (ii) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price. |
| /s/ Anne-Kathrin Lalendran, Attorney-in-Fact | 09/25/2026 | |
| ** 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. | ||