SEC Comment Letter 0000000000-24-003416 to Rubrik, Inc. (RBRK)
Rubrik, Inc.
Date: March 29, 2024 · CIK: 0001943896 · Accession: 0000000000-24-003416
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 29, 2024 Peter McGoff Chief Legal Officer Rubrik, Inc. 3495 Deer Creek Road Palo Alto, California 94304 Re:Rubrik, Inc. Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted March 18, 2024 CIK No. 0001943896 Dear Peter McGoff: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 4, 2024 letter. Amendment No. 6 to Draft Registration Statement on Form S-1 Business, page 112 1.We note your response to prior comment 2 where you explain how your generative AI tool, Ruby, uses Microsoft Azure OpenAI Service in combination with your own proprietary, internally developed software. You also provide a cross refence to your risk factor beginning on page 27 where you discuss how your use of generative artificial intelligence tools may pose risks to your proprietary software and systems. Please enhance the disclosure to clarify in plain English, the meaning of generative artificial intelligence and the selection criteria and analysis used prior to implementing an AI tool.
FirstName LastNamePeter McGoff Comapany NameRubrik, Inc. March 29, 2024 Page 2 FirstName LastName Peter McGoff Rubrik, Inc. March 29, 2024 Page 2 Executive Compensation, page 145 2.We note that disclosure for Arvind Nithrakashyap is absent from the Executive Compensation information and Equity-Based Incentive Awards table for your 2024 fiscal year. We also that on your Management table on page 135 and elsewhere throughout the prospectus, Mr. Nithrakashyap is still listed as your CTO. Please revise your disclosure to include the missing information or tell us why you believe it is not required. Refer to Item 402 of Regulation S-K. Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at 202-551-3815 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jon Avina
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United States securities and exchange commission logo
March 29, 2024
Peter McGoff
Chief Legal Officer
Rubrik, Inc.
3495 Deer Creek Road
Palo Alto, California 94304
Re:Rubrik, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted March 18, 2024
CIK No. 0001943896
Dear Peter McGoff:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 4, 2024 letter.
Amendment No. 6 to Draft Registration Statement on Form S-1
Business, page 112
1.We note your response to prior comment 2 where you explain how your generative AI
tool, Ruby, uses Microsoft Azure OpenAI Service in combination with your own
proprietary, internally developed software. You also provide a cross refence to your risk
factor beginning on page 27 where you discuss how your use of generative artificial
intelligence tools may pose risks to your proprietary software and systems. Please enhance
the disclosure to clarify in plain English, the meaning of generative artificial intelligence
and the selection criteria and analysis used prior to implementing an AI tool.
FirstName LastNamePeter McGoff
Comapany NameRubrik, Inc.
March 29, 2024 Page 2
FirstName LastName
Peter McGoff
Rubrik, Inc.
March 29, 2024
Page 2
Executive Compensation, page 145
2.We note that disclosure for Arvind Nithrakashyap is absent from the Executive
Compensation information and Equity-Based Incentive Awards table for your 2024 fiscal
year. We also that on your Management table on page 135 and elsewhere throughout the
prospectus, Mr. Nithrakashyap is still listed as your CTO. Please revise your disclosure to
include the missing information or tell us why you believe it is not required. Refer to
Item 402 of Regulation S-K.
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jon Avina