Form SCHEDULE 13G/A Samsara Inc. Filed by: SANDS CAPITAL MANAGEMENT, LLC
|
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, par value $0.0001 per share (Title of Class of Securities) |
(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 No. |
| 1 | Names of Reporting Persons
SANDS CAPITAL MANAGEMENT, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,657,744.00 | ||||||||
| 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)
4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Sands Capital Alternatives, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
552,488.00 | ||||||||
| 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)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Sands Capital Scaling Innovation Fund, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,799.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SANDS FRANK M. | ||||||||
| 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
16,218,031.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 368,421,323 Shares outstanding as of March 9, 2026 (according to the Issuer's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2026).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Samsara Inc. | |
| (b) | Address of issuer's principal executive offices:
1 DE HARO STREET, 1 DE HARO STREET, SAN FRANCISCO, CALIFORNIA, 94107. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by: (i) Sands Capital Scaling Innovation Fund, L.P. ("Sands Scaling Innovation"); (ii) Sands Capital Alternatives, LLC ("SCA"); (iii) Sands Capital Management, LLC ("SCM"); and (iv) Frank M. Sands ("Sands"). Sands Scaling Innovation, SCA, SCM, and Sands are together referred to herein as the "Reporting Persons".
Sands Capital Scaling Innovation Fund-GP, L.P. ("Sands Scaling Innovation-GP LP") is the general partner of Sands Scaling Innovation. Sands Capital Scaling Innovation Fund-GP, LLC ("Sands Scaling Innovation-GP LLC" and, together with Sands Scaling Innovation-GP LP, the "Sands General Partners") is the general partner of Sands Scaling Innovation-GP LP.
Sands holds ultimate voting and investment power over the securities held by Sands Scaling Innovation, SCA, and SCM, and thus may be deemed to beneficially own the shares of Class A Common Stock beneficially owned by Sands Scaling Innovation, SCA, and SCM. Each Reporting Person and the Sands General Partners disclaim beneficial ownership of any securities except to the extent of their respective pecuniary interests therein.
| |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209. | |
| (c) | Citizenship:
Each of Sands Scaling Innovation, the Sands General Partners, SCA and SCM is organized under the laws of the State of Delaware. Sands is a citizen of the United States. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| 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 rows 5 through 11 of cover pages. | |
| (b) | Percent of class:
See rows 5 through 11 of cover pages. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See rows 5 through 11 of cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Securities reported on this Schedule 13G are held in the accounts of various clients of SCA and SCM, which may include pension plans, endowments, foundations, mutual funds, charities, state and municipal government entities, Taft-Hartley plans, families, and individuals, among other types. Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No such client's interest in the class of securities reported herein is more than 5%. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| 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.
|
|
|
|
|
|
|
|
|
Comments accompanying signature: Sands Capital Scaling Innovation Fund, L.P. signed by Sands Capital Scaling Innovation Fund-GP, L.P., its general partner, by Sands Capital Scaling Innovation Fund-GP, LLC, its general partner, by Jonathan Goodman, General Counsel.
ATTACHMENTS / EXHIBITS