SEC Form 4 · accession 0001231919-26-000752
Netskope Inc · NTSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jul 7, 2026 | C | 3,034,693 | — | A | 3,034,693 | I | By Lightspeed Venture Partners IX, L.P. |
| Class A Common StockF2 | Jul 7, 2026 | J | 3,034,693 | $0.00 | D | 0 | I | By Lightspeed Venture Partners IX, L.P. |
| Class A Common StockF5 | Jul 7, 2026 | J | 792,813 | $0.00 | A | 792,813 | I | By Lightspeed General Partner IX, L.P. |
| Class A Common StockF5 | Jul 7, 2026 | J | 792,813 | $0.00 | D | 0 | I | By Lightspeed General Partner IX, L.P. |
| Class A Common StockF8 | Jul 7, 2026 | J | 10,621 | $0.00 | A | 10,621 | I | By Lightspeed Management Company, L.L.C. |
| Class A Common StockF9,F8 | Jul 8, 2026 | S | 10,621 | $11.70 | D | 0 | I | By Lightspeed Management Company, L.L.C. |
| Class A Common StockF1,F10 | Jul 9, 2026 | C | 219,075 | — | A | 219,075 | I | By Lightspeed Venture Partners XII, L.P. |
| Class A Common StockF11,F10 | Jul 9, 2026 | S | 219,075 | $12.23 | D | 0 | I | By Lightspeed Venture Partners XII, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F12 | — | Jul 7, 2026 | C | 3,034,693 | D | — | — | Class A Common Stock | 3,034,693 | 17,196,593 | I |
| Class B Common StockF1,F10,F12 | — | Jul 9, 2026 | C | 219,075 | D | — | — | Class A Common Stock | 219,075 | 0 | I |
| Class B Common StockF13,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 15,608,645 | 15,608,645 | I |
| Class B Common StockF14,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 7,765,561 | 7,765,561 | I |
| Class B Common StockF15,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 8,818,610 | 8,818,610 | I |
| Class B Common StockF16,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 7,508,890 | 7,508,890 | I |
| Class B Common StockF17,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 2,690,640 | 2,690,640 | I |
| Class B Common StockF18,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 500 | 500 | I |
Explanation of responses
- F1Each share of Class B common stock was converted into one share of Class A Common Stock for no additional consideration.
- F10Shares are held by Lightspeed Venture Partners XII, L.P. ("Lightspeed XII"). Lightspeed General Partner XII, L.P. ("LGP XII") is the general partner of Lightspeed XII. Lightspeed Ultimate General Partner XII, Ltd. ("LUGP XII") is the general partner of LGP XII. Each of LGP XII and LUGP XII disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.02 to $12.47 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F12Each share of Class B Common Stock is convertible into one share of Class A Common Stock (A) at any time at the option of the holder or (B) automatically on September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.
- F13Shares are held by Lightspeed SPV II, LLC ("Lightspeed SPV II"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV II. LS SPV disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
- F14Shares are held by Lightspeed SPV II-B, LLC ("Lightspeed SPV II-B"). LS SPV is the manager of Lightspeed SPV II-B. LS SPV disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
- F15Shares are held by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Lightspeed General Partner Select, L.P. ("LGP Select") is the general partner of Lightspeed Select. Lightspeed Ultimate General Partner Select, Ltd. ("LUGP Select") is the general partner of LGP Select. Each of LGP Select and LUGP Select disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F16Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. Each of LGP Select II and LUGP Select II disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F17Shares are held by Lightspeed Opportunity Fund, L.P. ("Opportunity"). Lightspeed General Partner Opportunity Fund, L.P. ("LGP Opportunity") is the general partner of Opportunity. Lightspeed Ultimate General Partner Opportunity Fund, Ltd. ("LUGP Opportunity") is the general partner of LGP Opportunity. Each of LGP Opportunity and LUGP Opportunity disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F18Shares are held by LSS Fund II, LLC ("LSS Fund II"). Lightspeed Scout Management, LLC ("Scout Mgmt") is the manager of LSS Fund II. Each of the Reporting Persons disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F2Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. Each of LGP IX and LUGP IX disclaims beneficial ownership of these shares except to the extent of its respective pecuniary interest therein.
- F3Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Lightspeed IX to its general partner and limited partners without additional consideration.
- F4Represents receipt of shares in the distribution in kind described in footnote (3).
- F5Shares are held by LGP IX. LUGP IX is the general partner of LGP IX. LUGP IX disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
- F6Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by LGP IX to its limited partners without additional consideration.
- F7Represents receipt of shares in the distribution in kind described in footnote (6).
- F8Shares are held by Lightspeed Management Company, L.L.C.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.65 to $11.73 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks
This Form 4 is the first of two Forms 4 filed relating to the same events. Combined, the two Form 4s report the holdings for the following Reporting Persons: Lightspeed Venture Partners IX, L.P., Lightspeed General Partner IX, L.P., Lightspeed Ultimate General Partner IX, Ltd., Lightspeed Venture Partners XII, L.P., Lightspeed General Partner XII, L.P., Lightspeed Ultimate General Partner XII, Ltd., Lightspeed SPV II, LLC, Lightspeed SPV II-B, LLC, LS SPV Management, LLC, Lightspeed Venture Partners Select, L.P., Lightspeed General Partner Select, L.P., Lightspeed Ultimate General Partner Select, Ltd., Lightspeed Venture Partners Select II, L.P., Lightspeed General Partner Select II, L.P., Lightspeed Ultimate General Partner Select II, Ltd., Lightspeed Opportunity Fund, L.P., Lightspeed General Partner Opportunity Fund, L.P., Lightspeed Ultimate General Partner Opportunity Fund, Ltd. and Lightspeed Management Company, L.L.C. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.