Brian K. McCarthy - Apr 24, 2024 Form 4 Insider Report for Rubrik, Inc. (RBRK)

Role
Chief Revenue Officer
Signature
/s/ Anne-Kathrin Lalendran, Attorney-in-Fact
Stock symbol
RBRK
Transactions as of
Apr 24, 2024
Transactions value $
$0
Form type
4
Date filed
4/26/2024, 09:54 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RBRK Restricted Stock Units Award $0 +900K $0.00 900K Apr 24, 2024 Class B Common Stock 900K Direct F1, F2
transaction RBRK Restricted Stock Units Award $0 +150K $0.00 150K Apr 24, 2024 Class B Common Stock 150K Direct F1, F3
transaction RBRK Restricted Stock Units Award $0 +100K $0.00 100K Apr 24, 2024 Class B Common Stock 100K Direct F1, F4
transaction RBRK Restricted Stock Units Award $0 +425K $0.00 425K Apr 24, 2024 Class B Common Stock 425K Direct F1, F5
transaction RBRK Restricted Stock Units Award $0 +250K $0.00 250K Apr 24, 2024 Class B Common Stock 250K Direct F1, F6
transaction RBRK Restricted Stock Units Options Exercise $0 -385K -42.82% $0.00 515K Apr 25, 2024 Class B Common Stock 385K Direct F1, F2
transaction RBRK Restricted Stock Units Options Exercise $0 -28.2K -28.25% $0.00 71.8K Apr 25, 2024 Class B Common Stock 28.2K Direct F1, F4
transaction RBRK Restricted Stock Units Options Exercise $0 -28.3K -6.65% $0.00 397K Apr 25, 2024 Class B Common Stock 28.3K Direct F1, F5
transaction RBRK Restricted Stock Units Tax liability $0 -290K -56.28% $0.00 225K Apr 25, 2024 Class B Common Stock 290K Direct F1, F2, F7
transaction RBRK Restricted Stock Units Tax liability $0 -21.8K -30.32% $0.00 50K Apr 25, 2024 Class B Common Stock 21.8K Direct F1, F4, F7
transaction RBRK Restricted Stock Units Tax liability $0 -21.7K -5.48% $0.00 375K Apr 25, 2024 Class B Common Stock 21.7K Direct F1, F5, F7
transaction RBRK Class B Common Stock Options Exercise +442K 442K Apr 25, 2024 Class A Common Stock 442K Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.
F2 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).
F3 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).
F4 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).
F5 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).
F6 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).
F7 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.
F8 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.