Item 8.01 Other Events.
On January 3, 2023, Samsara Inc. ("Samsara") announced that Sanjit Biswas, Chief
Executive Officer and co-founder, and John Bicket, Chief Technology Officer and
co-founder, each previously adopted pre-arranged stock trading plans as part of
their individual long-term strategies for achieving asset diversification and
liquidity. Using these trading plans, which were adopted in September 2022, Mr.
Biswas and Mr. Bicket will spread their planned stock sales out from January
2023 through December 2023 to reduce the market impact of such sales on any
given day. All sales of shares under Mr. Biswas' and Mr. Bicket's trading plans
are subject to volume limitations pursuant to Rule 144 of the Securities Act of
1933, as amended, which limits the amount of shares that may be sold in any
three-month period, as well as other conditions specified under their respective
trading plans.
As of January 3, 2023, Mr. Biswas and Mr. Bicket collectively beneficially own
approximately 228.33 million shares of Samsara common stock, including 228.15
million shares of Class B common stock and 0.18 million shares of Class A common
stock, or approximately 44.01% of Samsara shares outstanding as of November 29,
2022. Subject to the terms and conditions of their trading plans and assuming no
additional grants of equity awards, Mr. Biswas and Mr. Bicket each intends to
sell up to approximately 5.00 million shares held by trusts over which they have
voting or investment power, which will include trades made pursuant to their
trading plans as well as shares separately sold to generate funds to cover the
withholding taxes associated with the vesting of their Samsara equity awards. If
Mr. Biswas and Mr. Bicket complete all of the planned sales under their trading
plans and anticipated sell-to-cover transactions, they would continue to
collectively beneficially own approximately 218.33 million shares, or
approximately 42.08% of Samsara shares outstanding as of November 29, 2022
(assuming no other issuances of Samsara's capital stock or equity awards occur).
These trading plans are intended to satisfy the requirements of Rule 10b5-1 of
the Securities Exchange Act of 1934, as in effect at the time of plan adoption,
and were adopted in accordance with Samsara's policies regarding stock
transactions by insiders. Transactions under these trading plans will be
disclosed publicly through Form 144 and Form 4 filings with the Securities and
Exchange Commission, to the extent required by law.
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