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

Role: Chief Revenue Officer
Signature: /s/ Anne-Kathrin Lalendran, Attorney-in-Fact
Issuer symbol: RBRK
Transactions as of: 24 Apr 2024
Net transactions value: $0
Form type: 4
Filing time: 26 Apr 2024, 21:54:55 UTC
Next filing: 30 Sep 2024
SEC: View on sec.gov

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	+900,000		$0.000000	900,000	24 Apr 2024	Class B Common Stock	900,000		Direct	F1, F2
transaction	RBRK	Restricted Stock Units	Award	$0	+150,000		$0.000000	150,000	24 Apr 2024	Class B Common Stock	150,000		Direct	F1, F3
transaction	RBRK	Restricted Stock Units	Award	$0	+100,000		$0.000000	100,000	24 Apr 2024	Class B Common Stock	100,000		Direct	F1, F4
transaction	RBRK	Restricted Stock Units	Award	$0	+425,000		$0.000000	425,000	24 Apr 2024	Class B Common Stock	425,000		Direct	F1, F5
transaction	RBRK	Restricted Stock Units	Award	$0	+250,000		$0.000000	250,000	24 Apr 2024	Class B Common Stock	250,000		Direct	F1, F6
transaction	RBRK	Restricted Stock Units	Options Exercise	$0	-385,377	-43%	$0.000000	514,623	25 Apr 2024	Class B Common Stock	385,377		Direct	F1, F2
transaction	RBRK	Restricted Stock Units	Options Exercise	$0	-28,248	-28%	$0.000000	71,752	25 Apr 2024	Class B Common Stock	28,248		Direct	F1, F4
transaction	RBRK	Restricted Stock Units	Options Exercise	$0	-28,255	-6.6%	$0.000000	396,745	25 Apr 2024	Class B Common Stock	28,255		Direct	F1, F5
transaction	RBRK	Restricted Stock Units	Tax liability	$0	-289,623	-56%	$0.000000	225,000	25 Apr 2024	Class B Common Stock	289,623		Direct	F1, F2, F7
transaction	RBRK	Restricted Stock Units	Tax liability	$0	-21,752	-30%	$0.000000	50,000	25 Apr 2024	Class B Common Stock	21,752		Direct	F1, F4, F7
transaction	RBRK	Restricted Stock Units	Tax liability	$0	-21,745	-5.5%	$0.000000	375,000	25 Apr 2024	Class B Common Stock	21,745		Direct	F1, F5, F7
transaction	RBRK	Class B Common Stock	Options Exercise		+441,880			441,880	25 Apr 2024	Class A Common Stock	441,880		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.