SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bousquet Raphael

(Last)

(First)

(Middle)

C/O NETSKOPE, INC.

2445 AUGUSTINE DRIVE, SUITE 301

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/19/2025		J⁽¹⁾		44,029	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	09/19/2025		J⁽¹⁾		44,029		⁽²⁾	⁽³⁾	Class A Common Stock	44,029	⁽¹⁾	44,029	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			35,207	⁽⁵⁾	⁽⁵⁾	Common Stock⁽¹⁾	35,207	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		35,207		⁽⁵⁾	⁽⁵⁾	Class B Common Stock	35,207	⁽¹⁾	35,207	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			325,000	⁽⁷⁾	⁽⁷⁾	Common Stock⁽¹⁾	325,000	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		325,000		⁽⁷⁾	⁽⁷⁾	Class B Common Stock	325,000	⁽¹⁾	325,000	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			46,875	⁽⁸⁾	⁽⁸⁾	Common Stock⁽¹⁾	46,875	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		46,875		⁽⁸⁾	⁽⁸⁾	Class B Common Stock	46,875	⁽¹⁾	46,875	D
Restricted Stock Units	⁽⁴⁾	09/19/2025		J⁽¹⁾			450,000	⁽⁹⁾	⁽⁹⁾	Common Stock⁽¹⁾	450,000	⁽¹⁾	0	D
Restricted Stock Units	⁽⁶⁾	09/19/2025		J⁽¹⁾		450,000		⁽⁹⁾	⁽⁹⁾	Class B Common Stock	450,000	⁽¹⁾	450,000	D
Employee Stock Option (right to buy)	$8.45	09/19/2025		J⁽¹⁾			345,000	⁽¹⁰⁾	08/25/2031	Common Stock⁽¹⁾	345,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$8.45	09/19/2025		J⁽¹⁾		345,000		⁽¹⁰⁾	08/25/2031	Class B Common Stock	345,000	⁽¹⁾	345,000	D
Employee Stock Option (right to buy)	$10.43	09/19/2025		J⁽¹⁾			110,000	⁽¹¹⁾	09/01/2033	Common Stock⁽¹⁾	110,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$10.43	09/19/2025		J⁽¹⁾		110,000		⁽¹¹⁾	09/01/2033	Class B Common Stock	110,000	⁽¹⁾	110,000	D
Employee Stock Option (right to buy)	$11.25	09/19/2025		J⁽¹⁾			455,000	⁽¹²⁾	03/07/2034	Common Stock⁽¹⁾	455,000	⁽¹⁾	0	D
Employee Stock Option (right to buy)	$11.25	09/19/2025		J⁽¹⁾		455,000		⁽¹²⁾	03/07/2034	Class B Common Stock	455,000	⁽¹⁾	455,000	D

Explanation of Responses:

1. 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. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.

3. 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.

4. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Common Stock.

5. The RSUs vest in 11 equal quarterly installments beginning on October 1, 2025.

6. Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock.

7. The RSUs vest in 13 equal quarterly installments beginning on October 1, 2025.

8. The RSUs vest in 15 equal quarterly installments beginning on October 1, 2025.

9. The RSUs vest in 16 equal quarterly installments beginning on January 1, 2026.

10. The shares subject to the option are fully vested and immediately exercisable.

11. The option is subject to an early exercise provision and is immediately exercisable. The shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2023.

12. The option is subject to an early exercise provision and is immediately exercisable. The shares subject to the option vest in 48 equal monthly installments beginning on March 1, 2024.

	/s/ James Bushnell, by power of attorney	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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