James B. Tananbaum - 01 Jul 2024 Form 4 Insider Report for ALUMIS INC. (ALMS)

Role
Director, 10%+ Owner
Signature
/s/ James B. Tananbaum
Issuer symbol
ALMS
Transactions as of
01 Jul 2024
Net transactions value
+$40,000,000
Form type
4
Filing time
03 Jul 2024, 21:30:10 UTC
Previous filing
27 Jun 2024
Next filing
06 May 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALMS Common Stock Conversion of derivative security $0 +1,944,577 $0.000000 1,944,577 01 Jul 2024 See Footnote F1, F2
transaction ALMS Common Stock Conversion of derivative security $0 +1,122,994 +58% $0.000000 3,067,571 01 Jul 2024 See Footnote F1, F2
transaction ALMS Common Stock Conversion of derivative security $0 +560,076 +18% $0.000000 3,627,647 01 Jul 2024 See Footnote F1, F2
transaction ALMS Common Stock Conversion of derivative security $0 +622,344 +17% $0.000000 4,249,991 01 Jul 2024 See Footnote F1, F2
transaction ALMS Common Stock Conversion of derivative security $0 +1,022,398 +24% $0.000000 5,272,389 01 Jul 2024 See Footnote F1, F2
transaction ALMS Common Stock Purchase $5,000,000 +312,500 +5.9% $16.00* 5,584,889 01 Jul 2024 See Footnote F2
transaction ALMS Common Stock Conversion of derivative security $0 +194,459 $0.000000 194,459 01 Jul 2024 See Footnote F1, F3
transaction ALMS Common Stock Conversion of derivative security $0 +481,283 $0.000000 481,283 01 Jul 2024 See Footnote F1, F4
transaction ALMS Common Stock Conversion of derivative security $0 +560,076 +116% $0.000000 1,041,359 01 Jul 2024 See Footnote F1, F4
transaction ALMS Common Stock Conversion of derivative security $0 +311,172 +30% $0.000000 1,352,531 01 Jul 2024 See Footnote F1, F4
transaction ALMS Common Stock Conversion of derivative security $0 +681,598 +50% $0.000000 2,034,129 01 Jul 2024 See Footnote F1, F4
transaction ALMS Common Stock Conversion of derivative security $0 +967,567 $0.000000 967,567 01 Jul 2024 See Footnote F1, F5
transaction ALMS Common Stock Conversion of derivative security $0 +311,172 +32% $0.000000 1,278,739 01 Jul 2024 See Footnote F1, F5
transaction ALMS Common Stock Conversion of derivative security $0 +681,598 +53% $0.000000 1,960,337 01 Jul 2024 See Footnote F1, F5
transaction ALMS Common Stock Conversion of derivative security $0 +311,172 $0.000000 311,172 01 Jul 2024 See Footnote F1, F6
transaction ALMS Common Stock Conversion of derivative security $0 +1,703,998 +548% $0.000000 2,015,170 01 Jul 2024 See Footnote F1, F6
transaction ALMS Common Stock Purchase $35,000,000 +2,187,500 +109% $16.00* 4,202,670 01 Jul 2024 See Footnote F6
holding ALMS Common Stock 1,176,470 01 Jul 2024 See Footnote F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALMS Series Seed Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1,944,577 -100% $0.000000* 0 01 Jul 2024 Common Stock 1,944,577 See Footnote F1, F2
transaction ALMS Series Seed Redeemable Convertible Preferred Stock Conversion of derivative security $0 -194,459 -100% $0.000000* 0 01 Jul 2024 Common Stock 194,459 See Footnote F1, F3
transaction ALMS Series A Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1,122,994 -100% $0.000000* 0 01 Jul 2024 Common Stock 1,122,994 See Footnote F1, F2
transaction ALMS Series A Redeemable Convertible Preferred Stock Conversion of derivative security $0 -481,283 -100% $0.000000* 0 01 Jul 2024 Common Stock 481,283 See Footnote F1, F4
transaction ALMS Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -560,076 -100% $0.000000* 0 01 Jul 2024 Common Stock 560,076 See Footnote F1, F2
transaction ALMS Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -560,076 -100% $0.000000* 0 01 Jul 2024 Common Stock 560,076 See Footnote F1, F4
transaction ALMS Series B-1 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -967,567 -100% $0.000000* 0 01 Jul 2024 Common Stock 967,567 See Footnote F1, F5
transaction ALMS Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -622,344 -100% $0.000000* 0 01 Jul 2024 Common Stock 622,344 See Footnote F1, F2
transaction ALMS Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -311,172 -100% $0.000000* 0 01 Jul 2024 Common Stock 311,172 See Footnote F1, F4
transaction ALMS Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -311,172 -100% $0.000000* 0 01 Jul 2024 Common Stock 311,172 See Footnote F1, F6
transaction ALMS Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -311,172 -100% $0.000000* 0 01 Jul 2024 Common Stock 311,172 See Footnote F1, F5
transaction ALMS Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1,022,398 -100% $0.000000* 0 01 Jul 2024 Common Stock 1,022,398 See Footnote F1, F2
transaction ALMS Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -681,598 -100% $0.000000* 0 01 Jul 2024 Common Stock 681,598 See Footnote F1, F4
transaction ALMS Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1,703,998 -100% $0.000000* 0 01 Jul 2024 Common Stock 1,703,998 See Footnote F1, F6
transaction ALMS Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -681,598 -100% $0.000000* 0 01 Jul 2024 Common Stock 681,598 See Footnote F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.
F2 The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.
F3 The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities.
F4 The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.
F5 The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of such person's pecuniary interest in such securities.
F6 The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of such person's pecuniary interest in such securities.
F7 The shares are held of record by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates"). Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities.

Remarks:

This Form 4 is one of three Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4s are Fund V, Opportunity Fund V, Labs Co-Invest, Fund VI, Labs Fund I, Labs Affiliates, FCM V, FCOM V, FCM VI, FLM I and Labs.