Netskope Inc·4

Mar 17, 5:05 PM ET

ICONIQ STRATEGIC PARTNERS II-B, L.P. 4

4 · Netskope Inc · Filed Mar 17, 2026

Research Summary

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Updated

Netskope (NTSK) 10% Owner ICONIQ VI Converts Class B to Class A

What Happened
ICONIQ Strategic Partners VI, L.P. — reported as a 10% holder of Netskope (NTSK) — converted an aggregate 42,769,954 shares of the issuer's Class B common stock into an equal number of shares of Class A common stock on March 13, 2026. The Form 4 records these as conversions of derivative securities; the dispositions are reported at $0.00 (no cash proceeds). The filing shows multiple conversions by related ICONIQ funds that together total 42,769,954 shares.

Key Details

  • Transaction date: March 13, 2026 (filed March 17, 2026).
  • Aggregate shares converted: 42,769,954 (sum of six conversions: 8,127,540; 11,976,293; 18,872,434; 1,931,110; 1,511,670; 350,907).
  • Price/value reported: conversions recorded as disposals at $0.00; acquisition entries listed as N/A.
  • Form treatment: conversion of derivative security (code C on the Form 4).
  • Notable footnotes: each Class B share converts 1:1 into Class A (holder option and automatic conversion provisions noted); related ICONIQ entities and individual filers disclaim beneficial ownership beyond pecuniary interest.
  • Filing notes: Form 4 was split into two filings due to SEC e-filing limits; William J.G. Griffith will file separately reporting his beneficial ownership. No late filing is indicated in the remarks provided.

Context

  • This was a conversion between share classes — not an open‑market buy or sale — so no cash changed hands. Conversions like this typically reclassify share form (Class B → Class A) on a 1:1 basis as described in the issuer’s charter and the filing.
  • As a 10% institutional holder, ICONIQ’s conversion is administrative/structural rather than an executive stock trade; it does not necessarily signal a buy/sell view of the company.

Insider Transaction Report

Form 4
Period: 2026-03-13
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2][F3][F4]
    2026-03-13+8,127,5408,723,318 total
  • Conversion

    Class A Common Stock

    [F5][F2][F3][F4]
    2026-03-13+11,976,29312,854,199 total(indirect: ICONIQ Strategic Partners VI-B, L.P.)
  • Conversion

    Class A Common Stock

    [F6][F2][F3][F4]
    2026-03-13+18,872,43418,872,434 total(indirect: ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS))
  • Conversion

    Class A Common Stock

    [F7][F2][F3][F4]
    2026-03-13+1,931,11013,169,285 total(indirect: ICONIQ Strategic Partners II, L.P.)
  • Conversion

    Class A Common Stock

    [F8][F2][F3][F4]
    2026-03-13+1,511,67010,308,897 total(indirect: ICONIQ Strategic Partners II-B, L.P.)
  • Conversion

    Class A Common Stock

    [F9][F2][F3][F4]
    2026-03-13+350,9072,339,380 total(indirect: ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS))
  • Conversion

    Class B Common Stock

    [F2][F1][F10][F3][F4]
    2026-03-138,127,5400 total
    Class A Common Stock (8,127,540 underlying)
  • Conversion

    Class B Common Stock

    [F2][F5][F10][F3][F4]
    2026-03-1311,976,2930 total(indirect: ICONIQ Strategic Partners VI-B, L.P.)
    Class A Common Stock (11,976,293 underlying)
  • Conversion

    Class B Common Stock

    [F2][F6][F10][F3][F4]
    2026-03-1318,872,4340 total(indirect: ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS))
    Class A Common Stock (18,872,434 underlying)
  • Conversion

    Class B Common Stock

    [F2][F7][F10][F3][F4]
    2026-03-131,931,1100 total(indirect: ICONIQ Strategic Partners II, L.P.)
    Class A Common Stock (1,931,110 underlying)
  • Conversion

    Class B Common Stock

    [F2][F8][F10][F3][F4]
    2026-03-131,511,6700 total(indirect: ICONIQ Strategic Partners II-B, L.P.)
    Class A Common Stock (1,511,670 underlying)
  • Conversion

    Class B Common Stock

    [F2][F9][F10][F3][F4]
    2026-03-13350,9070 total(indirect: ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS))
    Class A Common Stock (350,907 underlying)
Footnotes (10)
  • [F1]On March 13, 2025, ICONIQ Strategic Partners VI, L.P. converted in the aggregate 8,127,540 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
  • [F10]The shares of Class B Common Stock automatically convert to shares of Class A common stock on a 1:1 basis on or prior to September 19, 2035 as set forth in the Issuer's amended and restated certificate of incorporation.
  • [F2]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
  • [F3]ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ GP VI") is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ Parent GP VI") is the sole general partner of ICONIQ GP VI.
  • [F4](continued) Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
  • [F5]On March 13, 2025, ICONIQ Strategic Partners VI-B, L.P. converted in the aggregate 11,976,293 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
  • [F6]On March 13, 2025, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) converted in the aggregate 18,872,434 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
  • [F7]On March 13, 2025, ICONIQ Strategic Partners II, L.P. converted in the aggregate 1,931,110 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
  • [F8]On March 13, 2025, ICONIQ Strategic Partners II-B, L.P. converted in the aggregate 1,511,670 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.
  • [F9]On March 13, 2025, ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted in the aggregate 350,907 shares of the Issuer's Class B Common Stock into an equal number of shares of the Issuer's Class A Common Stock.

Documents

1 file
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    ownership.xmlPrimary

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