Sec Form 13D Filing - Andreessen Horowitz Fund IV, L.P. filing for - 2025-06-11

The address of the principal place of business of each of the Reporting Persons is c/o Andreessen Horowitz, 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025.

The principal occupation of each of Andreessen and Horowitz is as the co-founder and managing member of the venture capital firm Andreessen Horowitz. The principal business of each of the other Reporting Persons is the venture capital investment business.

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The responses of the Reporting Persons with respect to row 6 of their respective cover pages to this Amendment No. 9 are incorporated herein by reference.

Item 3 of Amendment No. 8 is hereby amended and supplemented as follows: Pro Rata In-Kind Distributions On June 9, 2025, AH IV, AH IV-A, AH IV-B and AH IV-Q converted an aggregate of 21,898,032 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 21,898,032 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity IV. On the same date, AH Equity IV distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH IV, AH IV-A, AH IV-B and AH IV-Q in a pro rata in-kind distribution to its members. AH Capital Management received 49,921 shares of Class A Common Stock from AH Equity IV in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. On June 9, 2025, AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q converted an aggregate of 1,989,800 shares of the Issuer's Class B Common Stock into Class A Com mon Stock and distributed, for no consideration, an aggregate of 1,989,800 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity Parallel IV. On the same date, AH Equity Parallel IV distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q in a pro rata in-kind distribution to its members. AH Capital Management received 4,382 shares of Class A Common Stock from AH Equity Parallel IV in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. On June 9, 2025, AH Parallel V, AH Parallel V-A, AH Parallel V-B and AH Parallel V-Q converted an aggregate of 2,639,238 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 2,639,238 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity Parallel V. On the same date, AH Equity Parallel V distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH Parallel V, AH Parallel V-A, AH Parallel V-B and AH Parallel V-Q in a pro rata in-kind distribution to its members. AH Capital Management received 236 shares of Class A Common Stock from AH Equity Parallel V in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. On June 9, 2025, AH LSV I, AH LSV I-B and AH LSV I-Q converted an aggregate of 4,803,998 shares of the Issuer's Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 4,803,998 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity LSV I. On the same date, AH Equity LSV I distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH LSV I, AH LSV I-B and AH LSV I-Q in a pro rata in-kind distribution to its members. AH Capital Management received 21,970 shares of Class A Common Stock from AH Equity LSV I in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. On June 9, 2025, AH LSV III, as nominee for AH 2022 Annual, distributed, for no consideration, 363,661 shares of the Issuer's Class A Common Stock to AH 2022 Annual. On June 9, 2025, AH LSV III and AH LSV III-B distributed, for no consideration, an aggregate of 3,631,991 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to their respective partners. AH Capital Management received 7,587 shares of Class A Common Stock from AH Equity LSV III in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. On June 9, 2025, AH 2022 Annual distributed, for no consideration, an aggregate of 327,295 shares of the Issuer's Class A Common Stock in a pro rata in-kind distribution to its partners and to AH EP 2022 Annual. On the same date, AH EP 2022 Annual distributed, for no consideration, all of the shares of the Issuer's Class A Common Stock it received from AH 2022 Annual in a pro rata in-kind distribution to its members. AH Capital Management received 822 shares of Class A Common Stock from AH EP 2022 Annual in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On June 9, 2025, the closing price of the Issuer's Class A Common Stock on the New York Stock Exchange was $44.69. Sales by AH Capital Management On June 10, 2025, AH Capital Management sold 84,918 shares of Class A Common Stock in multiple transactions. AH Capital Management sold (i) 13,943 shares of Class A Common Stock at a weighted average price of $40.76 per share, in open market sales with prices ranging from $40.12 to $41.11 and (ii) 70,975 shares of Class A Common Stock at a weighted average price of $41.59 per share, in open market sales with prices ranging from $41.12 to $42.09. AH Capital Management undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence. Sales by AH 2022 Annual On June 10, 2025, AH 2022 Annual sold 36,366 shares of Class A Common Stock in multiple transactions. AH 2022 Annual sold (i) 5,971 shares of Class A Common Stock at a weighted average price of $40.76 per share, in open market sales with prices ranging from $40.12 to $41.11 and (ii) 30,395 shares of Class A Common Stock at a weighted average price of $41.59 per share, in open market sales with prices ranging from $41.12 to $42.09. AH 2022 Annual undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence. Sales by AH LSV I On June 10, 2025, AH LSV I converted 212,248 shares of the Issuer's Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock in multiple transactions. AH LSV I sold (i) 15,135 shares of Class A Common Stock at a weighted average price of $40.05 per share, in open market sales with prices ranging from $39.42 to $40.01; (ii) 107,015 shares of Class A Common Stock at a weighted average price of $41.13 per share, in open market sales with prices ranging from $40.42 to $41.41; and (iii) 90,098 shares of Class A Common Stock at a weighted average price of $41.65 per share, in open market sales with prices ranging from $41.42 to $42.01. AH LSV I undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence. Sales by AH Parallel V On June 10, 2025, AH Parallel V converted 65,494 shares of the Issuer's Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock in multiple transactions. AH Parallel V sold (i) 4,670 shares of Class A Common Stock at a weighted average price of $40.05 per share, in open market sales with prices ranging from $39.42 to $40.01; (ii) 33,022 shares of Class A Common Stock at a weighted average price of $41.13 per share, in open market sales with prices ranging from $40.42 to $41.41; and (iii) 27,802 shares of Class A Common Stock at a weighted average price of $41.65 per share, in open market sales with prices ranging from $41.42 to $42.01. AH Parallel V undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the previous sentence.

Rows 11 and 13 of each Reporting Person's cover page to this Amendment No. 9 set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 299,748,928 shares of Class A Common Stock outstanding as of June 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on June 10, 2025 and (ii) 31,608,810 shares of Class A Common Stock issued subsequent to June 3, 2025 upon conversion of shares of Class B Common Stock by the Reporting Persons, in each case, adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class B Common Stock beneficially owned by such Reporting Person.

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of Class A Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

Except as described in Item 3 of this Amendment No. 9, which descriptions are incorporated herein by reference, none of the Reporting Persons have engaged in any transaction with respect to the Class A Common Stock during the 60 days prior to the date of filing of this Amendment No. 9.

Under certain circumstances set forth in the limited partnership agreement of each of AH IV, AH Parallel IV, AH Parallel V, AH LSV I and AH LSV III and the limited liability company agreement of each of AH Equity IV, AH Equity IV Parallel, AH Equity V Parallel, AH Equity LSV I and AH Equity LSV III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

Not applicable.

Exhibit 24.1 Power of Attorney (Marc Andreessen), dated June 23, 2023 (incorporated herein by reference to Exhibit A to Amendment No. 4, filed on September 12, 2023). Exhibit 24.2 Power of Attorney (Benjamin Horowitz), dated June 22, 2023 (incorporated herein by reference to Exhibit B to Amendment No. 4, filed on September 12, 2023). Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Amended and Restated Investors' Rights Agreement, filed on November 19, 2021 as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1 (File No. 333-261204), and incorporated herein by reference. Exhibit 99.3 Form of Indemnification Agreement for directors, filed on December 6, 2021 as Exhibit 10.1 to the Issuer's Registration Statement on Form S-1/A (File No. 333-261204), and incorporated herein by reference.