09/18/2025 | Press release | Distributed by Public on 09/18/2025 15:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 09/16/2025 | M | 7,188 | (4) | 04/13/2029 | Class B Common Stock | 7,188 | $ 0 | 14,375 | D | ||||
Class B Common Stock | (5) | 09/16/2025 | M | 7,188 | (5) | (5) | Class A Common Stock | 7,188 | $ 0 | 7,188 | D | ||||
Class B Common Stock | (5) | 09/16/2025 | C | 7,188 | (5) | (5) | Class A Common Stock | 7,188 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $7.99 | 09/17/2025 | M | 2,000 | (6) | 09/17/2028 | Class B Common Stock | 2,000 | $ 0 | 60,450 | D | ||||
Class B Common Stock | (5) | 09/17/2025 | M | 2,000 | (5) | (5) | Class A Common Stock | 2,000 | $ 0 | 2,000 | D | ||||
Class B Common Stock | (5) | 09/17/2025 | C | 2,000 | (5) | (5) | Class A Common Stock | 2,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Choudary Kiran Kumar C/O RUBRIK INC. 3495 DEER CREEK ROAD PALO ALTO, CA 94304 |
Chief Financial Officer |
/s/ Larry Guo, Attorney-in-Fact | 09/18/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs). |
(2) | This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted January 15, 2025. |
(3) | Each RSU represents a contingent right to receive one share of Class B Common Stock. |
(4) | 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) | 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. |
(6) | 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter. |