William J.G. Griffith, a director and 10% owner of Netskope Inc, filed a Form 4 on September 18, 2026, reporting in-kind distributions of Class A Common Stock made on September 16, 2026 from two ICONIQ Strategic Partners funds to their limited partners.

Key Highlights

  • Transaction date: September 16, 2026, with the filing submitted September 18, 2026.
  • ICONIQ II distribution: ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares of Class A Common Stock to its limited partners and general partner for no consideration.
  • ICONIQ II-B distribution: ICONIQ Strategic Partners II-B, L.P. distributed 2,414,963 shares of Class A Common Stock to its limited partners and general partner for no consideration.
  • Direct holdings: Griffith holds 583,863 shares directly, described as ICONIQ II and ICONIQ II-B shares received in the distributions, held through a family trust and another estate planning trust.
  • Post-transaction indirect holdings: Indirect beneficial ownership spans six ICONIQ entities, including 10,084,248 shares via ICONIQ Strategic Partners II, L.P. and 18,872,434 shares via ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), among others.
  • Transaction code J: Both distributions were coded "J" and cited exemptions under Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.

ICONIQ Funds Distribute Netskope Shares to Limited Partners at No Consideration

According to the filing, on September 16, 2026, ICONIQ Strategic Partners II, L.P. distributed 3,085,037 shares of Netskope Inc (NASDAQ:NTSK) Class A Common Stock to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), representing each partner's pro rata interest. On the same date, ICONIQ GP II then distributed the shares it received to its own partners on the same pro rata basis. A parallel process occurred for ICONIQ Strategic Partners II-B, L.P., which distributed 2,414,963 shares in the same manner. The filing states all distributions were made "for no consideration" and "in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934."

The filing discloses that Griffith, through his family trust and another estate planning trust with an independent trustee, received an aggregate of 583,863 shares from the two distributions, reported as a direct holding. For indirect holdings, the filing lists six ICONIQ-affiliated entities with remaining beneficial ownership positions ranging from 583,863 shares held through ICONIQ Strategic Partners VIII Holdings, L.P. to 18,872,434 shares through ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). The filing notes that Griffith and Divesh Makan are the sole equity holders of ICONIQ Parent GP II and sole managing members of ICONIQ Parent GP VIII, and that Griffith, Makan, and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI.

The filing includes a disclaimer stating that Griffith "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," and that the report "shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose."

What Was Disclosed

Griffith's Form 4 reported in-kind distributions of 3,085,037 and 2,414,963 Class A Common Stock shares from two ICONIQ funds to their respective limited partners on September 16, 2026, with no consideration paid, and detailed post-distribution beneficial ownership across six ICONIQ entities.