Amendment: Chief Executive Officer Klamkin Jonathan acquired $39,337 worth of shares (2,403 units at $16.37) and sold $2,827,305 worth of shares (150,000 units at $18.85), decreasing direct ownership by 9% to 1,479,398 units (SEC Form 4)
$ALMU
Semiconductors
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aeluma, Inc. [ ALMU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/14/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2025 | J(2) | 2,403(1) | A | $16.37 | 1,629,398 | D | |||
| Common Stock | 08/14/2025 | S | 150,000(3) | D | $18.8487(4) | 1,479,398 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $16.37 | 07/01/2025 | J(2) | 6,253 | 07/01/2025 | 07/01/2035 | Common Stock | 6,253 | $16.37 | 326,253 | D | ||||
| Explanation of Responses: |
| 1. Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents the contingent right to receive one share of Common Stock of the Issuer upon vesting of the RSU. |
| 2. The RSUs and the Stock Options were granted to the Reporting Person as a bonus and vested immediately (the "Bonus"). The Bonus was approved by the Issuer's Board of Directors. |
| 3. This amendment is being filed solely to remove and correct the reference to a Rule 10b5-1 trading plan and uncheck the box on the cover page relating to same. The shares were sold pursuant to a "non-10b5-1 trading arrangement," as defined in Item 408(c) of Regulation S-K of the Exchange Act and has been terminated. |
| 4. These shares were sold in multiple transactions at prices ranging from $18.84520 to $18.85230. The price reported above reflects the weighted average sale price. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price. |
| /s/ Jonathan Klamkin | 09/09/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||