SEC FORM 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

McCarthy Brian K.

(Last)

(First)

(Middle)

C/O RUBRIK INC.

3495 DEER CREEK ROAD

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/24/2024		A		900,000		⁽²⁾	03/30/2028	Class B Common Stock	900,000	$ 0	900,000	D
Restricted Stock Units	⁽¹⁾	04/24/2024		A		150,000		⁽³⁾	03/30/2028	Class B Common Stock	150,000	$ 0	150,000	D
Restricted Stock Units	⁽¹⁾	04/24/2024		A		100,000		⁽⁴⁾	04/13/2029	Class B Common Stock	100,000	$ 0	100,000	D
Restricted Stock Units	⁽¹⁾	04/24/2024		A		425,000		⁽⁵⁾	03/24/2030	Class B Common Stock	425,000	$ 0	425,000	D
Restricted Stock Units	⁽¹⁾	04/24/2024		A		250,000		⁽⁶⁾	03/25/2031	Class B Common Stock	250,000	$ 0	250,000	D
Restricted Stock Units	⁽¹⁾	04/25/2024		M			385,377	⁽²⁾	03/30/2028	Class B Common Stock	385,377	$ 0	514,623	D
Restricted Stock Units	⁽¹⁾	04/25/2024		M			28,248	⁽⁴⁾	04/13/2029	Class B Common Stock	28,248	$ 0	71,752	D
Restricted Stock Units	⁽¹⁾	04/25/2024		M			28,255	⁽⁵⁾	03/24/2030	Class B Common Stock	28,255	$ 0	396,745	D
Restricted Stock Units	⁽¹⁾	04/25/2024		F			289,623 ⁽⁷⁾	⁽²⁾	03/30/2028	Class B Common Stock	289,623	$ 0	225,000	D
Restricted Stock Units	⁽¹⁾	04/25/2024		F			21,752 ⁽⁷⁾	⁽⁴⁾	04/13/2029	Class B Common Stock	21,752	$ 0	50,000	D
Restricted Stock Units	⁽¹⁾	04/25/2024		F			21,745 ⁽⁷⁾	⁽⁵⁾	03/24/2030	Class B Common Stock	21,745	$ 0	375,000	D
Class B Common Stock	⁽⁸⁾	04/25/2024		M		441,880		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	441,880	⁽⁸⁾	441,880	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.

2. 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).

3. 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).

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: 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).

5. 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).

6. 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).

7. 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.

8. 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.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	04/26/2024
	** Signature of Reporting Person	Date
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