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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Choudary Kiran Kumar
(Last) (First) (Middle)
C/O RUBRIK INC.
3495 DEER CREEK ROAD
(Street)
PALO ALTO CA 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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/22/2024 C 1,000 A $0 418,760(1) D
Class A Common Stock 10/22/2024 S(2) 11,800 D $38.49(3) 406,960(1) D
Class A Common Stock 11/06/2024 C 1,000 A $0 407,960 D
Class A Common Stock 11/06/2024 S(2) 1,800 D $43.15(4) 406,160 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $7.99 10/22/2024 M 1,000 (5) 09/17/2028 Class B Common Stock 1,000 $0 95,450(6) D
Class B Common Stock (7) 10/22/2024 M 1,000 (7) (7) Class A Common Stock 1,000 (7) 1,000 D
Class B Common Stock (7) 10/22/2024 C 1,000 (7) (7) Class A Common Stock 1,000 (7) 0 D
Stock Option (Right to Buy) $7.99 11/06/2024 M 1,000 (5) 09/17/2028 Class B Common Stock 1,000 $0 94,450 D
Class B Common Stock (7) 11/06/2024 M 1,000 (7) (7) Class A Common Stock 1,000 (7) 1,000 D
Class B Common Stock (7) 11/06/2024 C 1,000 (7) (7) Class A Common Stock 1,000 (7) 1,000 D
Explanation of Responses:
1. Due to an administrative error, the previous Forms 4 filed on October 29, 2024, and November 5, 2024, inadvertently overstated the Reporting Person's Class A common stock by 10,800 shares, which were sold on October 22, 2024 and reported on this Form 4. The total number of shares held by the Reporting Person has been updated on this Form 4.
2. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted July 15, 2024
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.86 to $38.82 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.98 to $43.83 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
5. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter.
6. Due to an administrative error, the previous Form 4 filed on October 29, 2024 inadvertently overstated the Reporting Person's shares subject to outstanding stock options by 1,000 shares, which were exercised on October 22, 2024 and reported on this Form 4. The total number of shares subject to outstanding stock options held by the Reporting Person has been updated on this Form 4.
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.
/s/ Larry Guo, Attorney-in-Fact 11/08/2024
** 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.
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