Rubrik, Inc. — Director's Dealing 2024

Oct 1, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rubrik, Inc. (RBRK)
CIK: 0001943896
Period of Report: 2024-09-26

Reporting Person: Choudary Kiran Kumar (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-26	Class A Common Stock	C	101875	—	Acquired	545284	Direct
2024-09-26	Class A Common Stock	S	51924	$31.4095	Disposed	493360	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-26	Restricted Stock Units	$	M	87500	Disposed	2027-11-19	Class B Common Stock (87500)	Direct
2024-09-26	Restricted Stock Units	$	M	14375	Disposed	2029-04-13	Class B Common Stock (14375)	Direct
2024-09-26	Class B Common Stock	$	M	101875	Acquired		Class A Common Stock (101875)	Direct
2024-09-26	Class B Common Stock	$	C	101875	Disposed		Class A Common Stock (101875)	Direct

Footnotes

F1: Includes 367 additional shares of Class A Common Stock acquired under the Rubrik, Inc. 2024 Employee Stock Purchase Plan on September 20, 2024. This transaction is exempt from Rule 16b-3(c). Also includes shares of Class A Common Stock that were converted from Class B Common Stock in connection with the Issuer's initial public offering but inadvertently reported as Class B Common Stock in prior reports.

F2: This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs).

F3: Each RSU represents a contingent right to receive one share of Class B Common Stock.

F4: 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 December 15, 2020, 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).

F5: 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).

F6: 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.