Rubrik Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 05:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Salem Enrique T
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [RBRK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BAIN CAPITAL VENTURE INVESTORS, LLC, 200 CLARENDON STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025
(Street)
BOSTON, MA 02116
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 06/13/2025 C 700,000 A (1) 700,000 I See footnotes(2)(3)
Class A Common Stock 06/13/2025 S 700,000 D $91.09 0 I See footnotes(2)(3)
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 06/13/2025 C 700,000 (1) (1) Class A Common Stock 700,000 $ 0 2,059,640 I See footnotes(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA 02116
X

Signatures

/s/ Enrique T. Salem 06/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On June 13, 2025, the Bain Capital Venture Entities (as defined below) directed the sale of 700,000 shares of Class B Common Stock, resulting in the automatic conversion of the shares into Class A Common Stock upon execution of the sale.
(2) Represents securities held directly by Bain Capital Venture Fund 2019, L.P., Bain Capital Venture Coinvestment Fund II, L.P., BCV 2019-MD Primary, L.P., BCV 2019-MD Coinvestment II, L.P., BCIP Venture Associates II, L.P. and BCIP Venture Associates II-B, L.P. (collectively, the "Bain Capital Venture Entities").
(3) The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of Bain Capital Venture Investors, LLC ("BCVI"). Mr. Salem is a Partner of BCVI and a member of the Executive Committee. Accordingly, by virtue of the relationships described in this footnote, Mr. Salem may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. Mr. Salem disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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