SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCall Andy

(Last)

(First)

(Middle)

C/O SAMSARA INC. 350 RHODE ISLAND STREET

4TH FLOOR, SOUTH BUILDING

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2021

3. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	01/12/2026	Class B Common Stock	73,500	0.05	D
Stock Option (right to buy)	⁽²⁾	02/24/2023	Class B Common Stock	342,987	3.51	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Class B Common Stock	1,323,000	⁽³⁾	D
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	27,537	⁽⁴⁾	D
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,020,001	⁽⁴⁾	I	See footnote⁽⁵⁾
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,673,333	⁽⁴⁾	I	See footnote⁽⁶⁾
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	836,666	⁽⁴⁾	I	See footnote⁽⁷⁾
Class B Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	836,666	⁽⁴⁾	I	See footnote⁽⁸⁾

Explanation of Responses:

1. The shares subject to the Option fully vested on November 1, 2018.

2. 1/48 of the total shares subject to the option vested on July 4, 2019 and thereafter 1/48 of the shares subject to the Option vest each month on the same day of the month.

3. The Series B Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis.

4. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis and has no expiration date.

5. Consists of shares held by JAM and BAM, Co-Trustees of The JAM and BAM Joint Living Trust u/a/d 6/30/2009, over which Mr. McCall has voting or investment power.

6. Consists of shares held by JAM and BAM, Co-Trustees of The McCall 2020 Irrevocable Children's Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.

7. Consists of shares held by James Andrew McCall III, Trustee of The James Andrew McCall III 2020 Annuity Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.

8. Consists of shares held by BAM, Trustee of The BAM 2020 Annuity Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.

Remarks:

Executive Vice President, Chief Revenue Officer Power of Attorney

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Andy McCall	12/14/2021
	** 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 5 (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.