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
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Khosla Ventures VI, L.P.
(Last) (First) (Middle)
2128 SAND HILL ROAD
(Street)
MENLO PARK CA 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)
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)
Form filed by One Reporting Person
X 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Stock   (1)   (1) Class B Common Stock (2) 1,061,400 (1) I See footnote (3)
Series C Preferred Stock   (1)   (1) Class B Common Stock (2) 3,647,771 (1) I See footnote (4)
Explanation of Responses:
1. The Series C 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 (the "IPO") and has no expiration date.
2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of: (i) the date fixed by the Issuer's board of directors that is no less than 61 days and no more than 180 days following (x) the date on which the outstanding shares of Class B Common Stock represent less than 5% of the then outstanding shares of Class A and Class B Common Stock, or (y) the date on which Bipul Sinha, Chairman of the board of directors and Chief Executive Officer of the Issuer, is no longer providing services to the Issuer as an officer, employee, or director, or (z) the death or incapacity of Mr. Sinha; (ii) the tenth anniversary of the IPO; or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock.
3. Consists of securities held of record by Khosla Ventures VI, L.P. ("KV VI"), of which Khosla Ventures Associates VI, LLC ("KVA VI") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA VI. Each of KVA VI, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks:
Exhibit Index: 24.1 Power of Attorney
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates VI, LLC, in its capacity as general partner of Khosla Ventures VI, L.P. 04/24/2024
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates VI, LLC 04/24/2024
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P. 04/24/2024
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC 04/24/2024
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 04/24/2024
** Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla 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

EX-24.1