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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Netskope, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
09/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sanjay Beri | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,708,285.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: With respect to Rows 5, 7 and 9, includes (i) 1,940,620 shares of Class B common stock held by Sanjay Beri (the "Reporting Person"); (ii) 1,651,180 shares of Class B common stock subject to options exercisable within 60 days of September 30, 2026 and (iii) 827,596 shares of Class B common stock issuable upon vesting of restricted stock units within 60 days of September 30, 2026.
With respect to Rows 6, 8 and 9, includes 22,288,889 shares of Class B common stock held by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the Reporting Person serves as trustee.
Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated using the outstanding shares of Class A common stock only (assuming full conversion of the shares of Class B common stock held of record by the Reporting Person, but not any of the shares of Class B common stock held by any other person). Percentage ownership is calculated based on 231,167,738 shares of Class A common stock of the Issuer outstanding as of August 25, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2026, filed with the Securities and Exchange Commission on September 2, 2026.
Each share of Class B common stock is convertible into one share of the Issuer's Class A common stock at the option of the holder and automatically converts 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. Each share of Class A common stock has one vote per share and each share of Class B common stock has 20 votes per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to the aforementioned conversion rights and voting rights.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Netskope, Inc. | |
| (b) | Address of issuer's principal executive offices:
c/o Netskope, Inc. 2445 Augustine Drive, Suite 301, Santa Clara, CA 95054 | |
| Item 2. | ||
| (a) | Name of person filing:
Sanjay Beri | |
| (b) | Address or principal business office or, if none, residence:
c/o Netskope, Inc.
2445 Augustine Drive, Suite 301
Santa Clara, CA 95054 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page. | |
| (b) | Percent of class:
See Row 11 of cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for the Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for the Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for the Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for the Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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