SC 13G/A

Names of reporting persons

Sanjit Biswas

Check the appropriate box if a member of a group (see instructions)

(a) ☐ (b) ☐

SEC use only

Citizenship or place of organization

United States of America

SC 13G/A 1 d867508dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Samsara Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

79589L106

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Includes: (a) 663,619 shares of Class B Common Stock held of record by Sanjit Biswas, Trustee of The Sanjit Biswas 2023 Annuity Trust u/a/d 1/16/2023, of which the Reporting Person may be deemed to have voting or dispositive power; (b) 126,709 shares of Class B Common Stock held of record by Sanjit Biswas, Trustee of The Sanjit Biswas 2024 Annuity Trust u/a/d 3/22/2024, of which the Reporting Person may be deemed to have voting or dispositive power; and (c) options to purchase 4,191,342 shares of Class B Common Stock, all of which are exercisable by Mr. Biswas within 60 days of September 30, 2024.

(2)

Consists of: (a) 771,886 shares of Class A Common Stock and 79,991,358 shares of Class B Common Stock held of record by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, of which the Reporting Person may be deemed to have voting or dispositive power; (b) 76,800 shares of Class A Common Stock and 3,905,771 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (c) 307,200 shares of Class A Common Stock and 16,313,764 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (d) 663,619 shares of Class B Common Stock held of record by HB, Trustee of The HB 2023 Annuity Trust u/a/d 1/16/2023, of which the Reporting Person may be deemed to have voting or dispositive power; (e) 250,000 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (f) 250,000 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo REB u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (g) 250,000 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAmB u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (h) 250,000 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAlB u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (i) 1,286,597 shares of Class B Common Stock held of record by Mr. Biswas’s spouse; and (j) 126,709 shares of Class B Common Stock held of record by HB, Trustee of The HB 2024 Annuity Trust u/a/d 3/22/2024, of which the Reporting Person may be deemed to have voting or dispositive power.

(3)

Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming full conversion of the shares of Class B Common Stock held of record by Mr. Biswas and related stockholders listed in footnotes (1) and (2) above, but not any of the shares of Class B Common Stock held by any other person). Percentage ownership is calculated based on 247,297,793 shares of Class A Common Stock of the Issuer outstanding as of September 30, 2024.

(4)

Each share of Class B Common Stock is convertible into one share of the Issuer’s Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

Page 2 of 5

Item 1(a)

Name of Issuer:

Samsara Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1 De Haro Street

San Francisco, CA 94107

Item 2 (a)

Name of Person Filing:

Sanjit Biswas

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

c/o Samsara Inc.

1 De Haro Street

San Francisco, CA 94107

Item 2 (c)

Citizenship:

The Reporting Person is a United States citizen.

Item 2 (d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share

Item 2 (e)

CUSIP Number:

79589L106

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Row 9 of cover page.

(b)

Percent of class:

See Row 11 of cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for the Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for the Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

Page 3 of 5

See Row 7 of cover page for the Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for the Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2024

/s/ Sanjit Biswas

Sanjit Biswas

Page 5 of 5

Amendment: SEC Form SC 13G/A filed by Samsara Inc.