SEC FORM 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person ^*

Mhatre Ravi

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2024

3. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	14,132,696	⁽¹⁾	I	By Lightspeed Venture Partners IX, L.P. ⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,329,928	⁽¹⁾	I	By Lightspeed Venture Partners IX, L.P. ⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,940,030	⁽¹⁾	I	By Lightspeed Venture Partners Select II, L.P. ⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	8,015,457	⁽¹⁾	I	By Lightspeed SPV I, LLC ⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	843,732	⁽¹⁾	I	By Lightspeed Venture Partners Select II, L.P. ⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	5,094,719	⁽¹⁾	I	By Lightspeed SPV I-B, LLC ⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,566,303	⁽¹⁾	I	By Lightspeed SPV I-C, LLC ⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	297,192	⁽¹⁾	I	By Lightspeed Venture Partners IX, L.P. ⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	339,648	⁽¹⁾	I	By Lightspeed Venture Partners Select II, L.P. ⁽³⁾
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	406,637	⁽⁷⁾	I	By Lightspeed Venture Partners X, L.P. ⁽⁸⁾
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	18,084	⁽⁷⁾	I	By Lightspeed Affiliates X, L.P ⁽⁹⁾

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock each is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election and will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.

2. Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. The Reporting Person is a director of LUGP IX and shares voting and dispositive power with respect to the shares held by Lightspeed IX. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. The Reporting Person is a director of LUGP Select II and shares voting and dispositive power with respect to the shares held by Lightspeed Select II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV is the manager of Lightspeed SPV I-B. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

7. 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.

8. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

9. Shares are held by Lightspeed Affiliates X, L.P. ("Lightspeed Affiliates X"). LGP X is the general partner of Lightspeed Affiliates X. LUGP X is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	04/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex24-04242024_090452.htm