|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
SAMSARA INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
79589L106 (CUSIP Number) |
03/31/2026
(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)
|
SCHEDULE 13G
|
| CUSIP Number(s): | 79589L106 |
| 1 | Names of Reporting Persons
Sanjit Biswas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,484,818.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
21.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) With respect to Rows 5, 7, and 9, includes: (a) 59,351 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; (b) 474,833 shares of Class B Common Stock held of record by Sanjit Biswas, Trustee of The Sanjit Biswas 2025 Annuity Trust u/a/d 3/25/2025, of which the Reporting Person may be deemed to have voting or dispositive power; (c) 3,750,000 shares of Class B Common Stock held of record by Sanjit Biswas, Trustee of The Sanjit Biswas 2026 Annuity Trust u/a/d 3/31/2026, of which the Reporting Person may be deemed to have voting or dispositive power; and (d) options to purchase 4,191,342 shares of Class B Common Stock, all of which are exercisable by Mr. Biswas within 60 days of March 31, 2026.
(2) With respect to Rows 6, 8, and 9, consists of: (a) 1,252,376 shares of Class A Common Stock and 65,733,769 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) 47,000 shares of Class A Common Stock and 3,890,813 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) 217,137 shares of Class A Common Stock and 16,297,416 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) 1,286,597 shares of Class B Common Stock held of record by Mr. Biswas's spouse; (e) 59,351 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; (f) 474,833 shares of Class B Common Stock held of record by HB, Trustee of The HB 2025 Annuity Trust u/a/d 3/25/2025, of which the Reporting Person may be deemed to have voting or dispositive power; and (g) 3,750,000 shares of Class B Common Stock held of record by HB, Trustee of The HB 2026 Annuity Trust u/a/d 3/31/2026, of which the Reporting Person may be deemed to have voting or dispositive power.
(3) With respect to Rows 5, 6, 7, 8, and 9, 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.
(4) With respect to Row 11, pursuant to Rule 13d-3(d)(1)(i), the percentage 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 notes (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 370,418,108 shares of Class A Common Stock of the Issuer outstanding as of March 31, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
SAMSARA INC. | |
| (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 | |
| (b) | Address or principal business office or, if none, residence:
1 De Haro Street
San Francisco, CA 94107 | |
| (c) | Citizenship:
The Reporting Person is a United States citizen. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value | |
| (e) | CUSIP No.:
79589L106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| 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:
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
|
| SIGNATURE | |
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.
|
|
|