Rubrik Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 16:51

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sinha Bipul
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [RBRK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last) (First) (Middle)
C/O RUBRIK, INC., 3495 DEER CREEK ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
12/13/2024
(Street)
PALO ALTO, CA 94304 		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 12/13/2024 C 1,500,082 A (1) 1,531,394 D
Class A Common Stock 12/13/2024 S 1,158,082(2) D $70.25 373,312 D
Class A Common Stock 12/13/2024 G 342,000 D $ 0 31,312 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Units (3) 12/13/2024 M 1,158,082 (4) 05/02/2028 Class B Common Stock 1,158,082 $ 0 0 D
Class B Common Stock (1) 12/13/2024 M 1,158,082 (1) (1) Class A Common Stock 1,158,082 $ 0 13,500,728 D
Class B Common Stock (1) 12/13/2024 C 1,500,082 (1) (1) Class A Common Stock 1,500,082 $ 0 12,000,646 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sinha Bipul
C/O RUBRIK, INC.
3495 DEER CREEK ROAD
PALO ALTO, CA 94304 		X X Chairman of the Board and CEO

Signatures

/s/ Larry Guo, Attorney-in-Fact 12/13/2024
**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) 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. Represents conversions of shares of Class B Common Stock into shares of Class A Common Stock prior to the execution of the block sale and gifts described in the "Remarks" section of this report.
(2) Represents the sale of Block Shares (as defined below) by the Reporting Person as described in the "Remarks" section of this report.
(3) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.
(4) 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 Issuer's Amended and Restated 2014 Stock Option and Grant Plan).

Remarks:
On December 13, 2024, Mr. Sinha, the Reporting Person, executed a block sale of 1,158,082 shares of Class A common stock (the "Block Shares") at $70.25 per share, following receipt by the Reporting Person of the Block Shares upon the vesting and settlement of the Reporting Person's performance-based restricted stock units (the "PSU"), which were initially granted in May 2018. A majority of the proceeds from the sale of the Block Shares was used to satisfy tax withholding obligations due upon the settlement of the applicable tranche of the PSU.

In addition, on December 13, 2024, the Reporting Person executed gifts of a total of 342,000 shares of Class A common stock, upon conversion of an equal number of shares of Class B common stock previously held by the Reporting Person.
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.