Form 4 for NTSK Netskope Inc
Accepted 2025-09-22 00:00:00 ET · period of report 2025-09-19 · accession 0001104659-25-092224 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-09-22 | 2025-09-19 | NTSK | Beri Sanjay | CEO, COB, Dir | J - Other | — | -22.29M | 0 | -100% | — |
| D | 2025-09-22 | 2025-09-19 | NTSK | Beri Sanjay | CEO, COB, Dir | J - Other | — | -405.5K | 0 | -100% | — |
| DM | 2025-09-22 | 2025-09-19 | NTSK | Beri Sanjay | CEO, COB, Dir | J - Other | — | +405.5K | 0 | New | — |
| DI | 2025-09-22 | 2025-09-19 | NTSK | Beri Sanjay | CEO, COB, Dir | J - Other | — | +22.29M | 22.29M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-09-19 | J | D | 22,288,889 | — | 0 | I | — | — | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). |
| 2 | Common | Common Stock | 2025-09-19 | J | D | 405,490 | — | 0 | D See footnote | — | — | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F2) The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee. |
| 3 | Derivative | Restricted Stock Units | 2025-09-19 | J | A | 8,125,496 | — | 8,125,496 | D | — · — to — | 8,125,496 Class B Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F7) Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock. (F6) The RSUs vest in 18 equal quarterly installments beginning on October 1, 2025. |
| 4 | Derivative | Restricted Stock Units | 2025-09-19 | J | D | 8,125,496 | — | 0 | D | — · — to — | 8,125,496 Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F5) Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock. (F6) The RSUs vest in 18 equal quarterly installments beginning on October 1, 2025. |
| 5 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | A | 1,088,680 | — | 1,088,680 | D | $1.49 · — to 2028-08-22 | 1,088,680 Class B Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F11) The shares subject to the option are fully vested and immediately exercisable. |
| 6 | Derivative | Class B Common Stock | 2025-09-19 | J | A | 22,288,889 | — | 22,288,889 | I | — · — to — | 22,288,889 Class A Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F3) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. (F4) 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. |
| 7 | Derivative | Class B Common Stock | 2025-09-19 | J | A | 405,490 | — | 405,490 | D See footnote | — · — to — | 405,490 Class A Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F2) The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee. (F3) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder. (F4) 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. |
| 8 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | A | 1,350,000 | — | 1,350,000 | D | $1.49 · — to 2028-08-22 | 1,350,000 Class B Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F12) One-eighth of the shares subject to the option vested on September 17, 2025 and the remaining shares vest in 42 equal monthly installments thereafter. |
| 9 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | D | 1,350,000 | — | 0 | D | $1.49 · — to 2028-08-22 | 1,350,000 Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F12) One-eighth of the shares subject to the option vested on September 17, 2025 and the remaining shares vest in 42 equal monthly installments thereafter. |
| 10 | Derivative | Employee Stock Option (right to buy) | 2025-09-19 | J | D | 1,088,680 | — | 0 | D | $1.49 · — to 2028-08-22 | 1,088,680 Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F11) The shares subject to the option are fully vested and immediately exercisable. |
| 11 | Derivative | Restricted Stock Units | 2025-09-19 | J | A | 9,028,328 | — | 9,028,328 | D | — · — to 2032-04-14 | 9,028,328 Class B Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F10) Each PSU represents a contingent right to receive one share of Issuer Class B Common Stock. (F9) The PSUs require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement was satisfied upon the closing of the IPO. The service condition is satisfied in 48 equal monthly installments beginning on October 19, 2025. The market condition is satisfied upon the Issuer's achievement of certain market capitalization milestones: 1/3 of the PSUs vest upon the Issuer's achievement of each of a $10 billion market capitalization, $12.5 billion market capitalization, and $15 billion market capitalization. Market capitalization will be measured based on the highest 60-day trading average per share ending during the applicable month, as reasonably determined by the Issuer's board of directors or board committee. |
| 12 | Derivative | Restricted Stock Units | 2025-09-19 | J | D | 9,028,328 | — | 0 | D | — · — to 2032-04-14 | 9,028,328 Common Stock | (F1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"). (F8) Each performance-based RSU, or PSU, represents a contingent right to receive one share of Issuer Common Stock. (F9) The PSUs require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement was satisfied upon the closing of the IPO. The service condition is satisfied in 48 equal monthly installments beginning on October 19, 2025. The market condition is satisfied upon the Issuer's achievement of certain market capitalization milestones: 1/3 of the PSUs vest upon the Issuer's achievement of each of a $10 billion market capitalization, $12.5 billion market capitalization, and $15 billion market capitalization. Market capitalization will be measured based on the highest 60-day trading average per share ending during the applicable month, as reasonably determined by the Issuer's board of directors or board committee. |