ICONIQ Strategic Partners II, L.P. and affiliated entities filed a Form 4 with the SEC on September 18, 2026, reporting in-kind distributions of Netskope Inc (NASDAQ:NTSK) Class A Common Stock made on September 16, 2026, for no consideration, to their respective limited partners.

Key Highlights

  • Two distributions reported: ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares of Class A Common Stock, and ICONIQ Strategic Partners II-B, L.P. distributed 2,414,963 shares, both on September 16, 2026, for no consideration.
  • Transaction code J: Both transactions were coded "J," reflecting distributions made in accordance with exemptions under Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
  • Post-transaction ownership: Following the distributions, ICONIQ Strategic Partners II, L.P. reported direct beneficial ownership of 10,084,248 shares, and ICONIQ Strategic Partners II-B, L.P. reported indirect beneficial ownership of 7,893,934 shares.
  • Individual allocations: Divesh Makan received an aggregate of 583,557 shares through family trusts, and Matthew Jacobson received an aggregate of 171,688 shares through a trust, both representing their respective pro rata interests in the distributions.
  • Multiple affiliated entities: Additional Class A Common Stock positions are reported across ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) at 2,339,380 shares, ICONIQ Strategic Partners VI, L.P. at 12,854,199 shares, ICONIQ Strategic Partners VI-B, L.P. at 18,872,434 shares, ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) at 916,690 shares, and ICONIQ Strategic Partners VIII Holdings, L.P. at 583,557 shares.
  • Ownership disclaimers: According to the filing, ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP VI, ICONIQ Parent GP VI, ICONIQ GP VIII, ICONIQ Parent GP VIII, and Messrs. Makan, Griffith, and Jacobson each "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."

ICONIQ Fund Distributions of Netskope Shares: Transaction Details

According to the filing, on September 16, 2026, ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares of Netskope Inc Class A Common Stock to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), with each recipient receiving its pro rata interest. On the same date, ICONIQ GP II further distributed the shares it received from that transaction to its own partners on a pro rata basis. A parallel distribution of 2,414,963 shares occurred through ICONIQ Strategic Partners II-B, L.P., with ICONIQ GP II likewise passing through the shares it received to its partners. Both sets of distributions were made for no consideration.

The filing states that all distributions were made "in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended." The reporting persons identified in the filing include ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd, Divesh Makan, and Matthew Jacobson, all of whom are listed as directors and 10% owners of Netskope Inc.

The filing discloses that Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Strategic Partners II TT GP, Ltd., and Divesh Makan, William J.G. Griffith, and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VI TT GP, Ltd. Makan holds his allocated shares through a family trust and another estate planning trust. Jacobson holds his allocated shares through a trust of which he is a trustee. Both individuals disclaim beneficial ownership of those trust-held shares except to the extent of their respective pecuniary interests.

What Was Disclosed

The filing reports in-kind, no-consideration distributions of Netskope Inc Class A Common Stock by two ICONIQ fund entities to their respective limited partners on September 16, 2026, totaling 3,085,037 and 2,414,963 shares respectively, with post-distribution beneficial ownership figures provided for all affiliated entities and individuals.