Rubrik, Inc. (Form: S-8, Received: 04/25/2024 06:08:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on April 25, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Rubrik, Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-4560494

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

(Address of principal executive offices, including zip code)

Rubrik, Inc. Amended and Restated 2014 Stock Option and Grant Plan

Rubrik, Inc. 2024 Equity Incentive Plan

Rubrik, Inc. 2024 Employee Stock Purchase Plan

(Full titles of the plans)

Bipul Sinha

Chief Executive Officer

Rubrik, Inc.

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jon C. Avina

Calise Y. Cheng

Milson C. Yu

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Peter McGoff

Anne-Kathrin Lalendran

Rubrik, Inc.

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by Rubrik, Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:

(a) Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on April 16, 2024 (File No. 333-278434), which contains the audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

(b) The Registrant’s Prospectus to be filed with the Commission on or about April 25, 2024 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-278434).

(c) The description of the Registrant’s common stock, which is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on April 22, 2024 (File No. 001-42028) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation that will be in effect upon the closing of the initial public offering permits indemnification of its directors, officers, employees, and other agents to the fullest extent permitted by the Delaware General Corporation Law, and the Registrant’s amended and restated bylaws that will be in effect upon the closing of the initial public offering provide that the Registrant will indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation law and permit the Registrant to indemnify its employees and other agents.

The Registrant has entered into indemnification agreements with its directors and executive officers, whereby it has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee, or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.

The indemnification provisions in the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements that it has entered into or will enter into with its directors and executive officers may discourage stockholders from bringing a lawsuit against its directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrant’s directors and executive officers, even though an action, if successful, might benefit it and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions.

At present, there is no pending litigation or proceeding involving a director or officer of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

The Registrant maintains insurance policies that indemnify its directors and executive officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

Certain of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Registrant’s board of directors.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


		Incorporated by Reference				Filed Herewith
Exhibit Number	Description	Schedule Form	File Number	Exhibit	Filing Date	Filed Herewith

4.1	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.	S-1A	333-278434	3.1	April 16, 2024

4.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the closing of the Registrant’s initial public offering.	S-1/A	333-278434	3.2	April 16, 2024

4.3	Amended and Restated Bylaws of the Registrant, as currently in effect.	S-1	333-278434	3.3	April 1, 2024

4.4	Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the closing of the Registrant’s initial public offering.	S-1/A	333-278434	3.4	April 16, 2024

4.5	Form of Class A Common Stock Certificate of the Registrant.	S-1/A	333-278434	4.1	April 16, 2024

5.1	Opinion of Cooley LLP.					X

23.1	Consent of Cooley LLP (included in Exhibit 5.1).					X

23.2	Consent of KPMG, independent registered public accounting firm.					X

24.1	Power of Attorney (included on the signature page of this Form S-8).					X

99.1	Rubrik, Inc. Amended and Restated 2014 Stock Option and Grant Plan.	S-1	333-278434	10.1	April 1, 2024

99.2	Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Stock Option and Grant Plan.	S-1	333-278434	10.2	April 1, 2024

99.3	Rubrik, Inc. 2024 Equity Incentive Plan.	S-1/A	333-278434	10.3	April 16, 2024

99.4	Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the 2024 Stock Option and Grant Plan.	S-1/A	333-278434	10.4	April 16, 2024

99.5	Rubrik, Inc. 2024 Employee Stock Purchase Plan.	S-1/A	333-278434	10.5	April 16, 2024

107	Filing Fee Table.					X

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on April 25, 2024.


RUBRIK, INC.

By:		/s/ Bipul Sinha
		Bipul Sinha
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bipul Sinha, Kiran Choudary, and Peter McGoff, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Bipul Sinha Bipul Sinha	Chief Executive Officer and Director (Principal Executive Officer)	April 25, 2024

/s/ Kiran Choudary Kiran Choudary	Chief Financial Officer (Principal Financial and Accounting Officer)	April 25, 2024

/s/ Arvind Nithrakashyap Arvind Nithrakashyap	Chief Technology Officer and Director	April 25, 2024

/s/ Asheem Chandna Asheem Chandna	Director	April 25, 2024

/s/ R. Scott Herren R. Scott Herren	Director	April 25, 2024

/s/ Mark D. McLaughlin Mark D. McLaughlin	Director	April 25, 2024

/s/ Ravi Mhatre Ravi Mhatre	Director	April 25, 2024

/s/ Enrique Salem Enrique Salem	Director	April 25, 2024

/s/ John W. Thompson John W. Thompson	Director	April 25, 2024

/s/ Yvonne Wassenaar Yvonne Wassenaar	Director	April 25, 2024

Exhibit 5.1

LOGO

Jon C. Avina

T: +1 650 843 5307

javina@cooley.com

April 25, 2024

Rubrik, Inc.

3495 Deer Creek Road,

Palo Alto, CA 94304

Ladies and Gentlemen:

We have acted as counsel to Rubrik, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 91,033,469 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.000025 per share (the “Class A Common Stock”), consisting of (a) 40,353,139 shares of Class A Common Stock issuable pursuant to the Company’s Amended and Restated 2014 Stock Option and Grant Plan (the “2014 Plan”), (b) 46,073,027 shares of Class A Common Stock issuable pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), and (c) 4,607,303 shares of the Class A Common Stock issuable pursuant to the Company’s 2024 Employee Stock Purchase Plan (together with the 2014 Plan and the 2024 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

LOGO

Rubrik, Inc.

April 25, 2024

Page Two

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP



By:		/s/ Jon C. Avina
		Jon C. Avina

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: (650) 843 5000 f: (650) 849 7400 cooley.com

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 18, 2024, with respect to the consolidated financial statements of Rubrik, Inc., incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

April 24, 2024

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Rubrik, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security

Class

Title

Fee
Calculation
Rule

Amount

Registered⁽¹⁾

Proposed
Maximum
Offering
Price Per
Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of
Registration

Fee

Equity

Class A common stock,

par value $0.000025 per

share, Rubrik, Inc. 2024

Equity Incentive Plan

457(h)

75,737,024⁽²⁾⁽³⁾

$32.00 ⁽⁴⁾

$2,423,584,780.80

0.0001476

$357,721.11

Equity

Class A common stock,

par value $0.000025 per

share, Rubrik, Inc. 2024

Employee Stock

Purchase Plan

457(h)

4,607,303⁽⁵⁾

$27.20 ⁽⁶⁾

$125,318,634.53

0.0001476

$18,497.03

Equity

Class A common stock,

par value $0.000025 per

share, Rubrik, Inc.

Amended and Restated

2014 Stock Option and

Grant Plan

457(h)

10,689,142⁽⁷⁾

$25.54 ⁽⁸⁾

$273,000,686.68

0.0001476

$40,294.90

Total Offering Amounts

$2,821,904,102.01

$416,513.05

Total Fee Offsets

—

Net Fee Due

$416,513.05

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of common stock.

(2)

Represents (i) shares of Class A common stock reserved for future issuance pursuant to stock options, restricted stock units (“RSUs”), and other awards under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”) and (ii) additional shares of Class A common stock that will become available for future issuance pursuant to equity awards under the 2024 Plan to the extent that RSUs outstanding under the Registrant’s Amended and Restated 2014 Stock Option and Grant Plan (the “2014 Plan”) immediately prior to the filing of this Registration Statement expire, terminate prior to settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation. See footnote 7.

(3)

The number of shares reserved for issuance under the 2024 Plan will automatically increase on February 1 of each fiscal year for a period of ten years, commencing on February 1, 2025 and ending on (and including) February 1, 2034, in an amount equal to 5% of the total number of shares of common stock outstanding on January 31 of the preceding fiscal year; provided, however that the Registrant’s board of directors may act prior to February 1 of a given fiscal year to provide that the increase for such year will be a lesser number of shares of Class A common stock.

(4)

Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $32.00 per share of Class A common stock pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-278434), declared effective on April 24, 2024.

(5)

Represents shares of Class A common stock reserved for future issuance under the Registrant’s 2024 Employee Stock Purchase Plan (the “ESPP”). The number of shares reserved for issuance under the ESPP will automatically increase on February 1 of each year for a period of ten years, commencing on February 1, 2025 and ending on (and including) February 1, 2034, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on January 31 of the preceding fiscal year, and (ii) 9,214,605 shares of Class A common stock. Notwithstanding the foregoing, the Registrant’s board of directors may act prior to the first day of any fiscal year to provide that there will be no February 1 increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Class A common stock than would otherwise occur pursuant to the preceding sentence.

(6)

Estimated in accordance with Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per unit is based upon $27.20, which is the initial public offering price per share of Class A common stock pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-278434), declared effective on April 24, 2024, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the ESPP.

(7)

Represents shares of Class A common stock issuable pursuant to stock options outstanding under the 2014 Plan immediately prior to the filing of this Registration Statement. The 2014 Plan has been terminated, and no further equity awards will be made pursuant to the 2014 Plan. The shares of Class A common stock reserved for issuance pursuant to such stock options will become available for issuance under the 2024 Plan to the extent any such shares (i) are not issued because such stock option or any portion thereof expires or otherwise terminates without all of the shares covered by such stock option having been issued, (ii) are not issued because such stock option or any portion thereof is settled in cash, (iii) are forfeited back to or repurchased by the Registrant because of the failure to meet a contingency or condition required for the vesting of such shares, (iv) are withheld or reacquired to satisfy the exercise, strike, or purchase price, or (v) are withheld or reacquired to satisfy a tax withholding obligation. See footnote 3 above.

(8)