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: McCarthy Brian K. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-26	Class A Common Stock	C	125000	—	Acquired	567217	Direct
2024-09-26	Class A Common Stock	S	54672	$31.4095	Disposed	512545	Direct
2024-09-26	Class A Common Stock	S	28473	$30.94	Disposed	484072	Direct
2024-09-26	Class A Common Stock	S	21527	$31.59	Disposed	462545	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-26	Restricted Stock Units	$	M	112500	Disposed	2028-03-30	Class B Common Stock (112500)	Direct
2024-09-26	Restricted Stock Units	$	M	12500	Disposed	2029-04-13	Class B Common Stock (12500)	Direct
2024-09-26	Class B Common Stock	$	M	125000	Acquired		Class A Common Stock (125000)	Direct
2024-09-26	Class B Common Stock	$	C	125000	Disposed		Class A Common Stock (125000)	Direct

Footnotes

F1: Includes 337 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: This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted June 27, 2024

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.36 to $31.35 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.36 to $31.84 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.

F6: Each RSU represents a contingent right to receive one share of Class B Common Stock.

F7: 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).

F8: 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).

F9: 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.