Director Machado Patrick was granted 7,064 shares (SEC Form 4)
$ALMS
Biotechnology: Pharmaceutical Preparations
Health Care
| 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
ALUMIS INC. [ ALMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 05/21/2025 | A | 7,064 | A | (1) | 7,064 | I | By Trust(2) | ||
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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 (Right to Buy)(3) | $9.26(4) | 05/21/2025 | A | 44,364 | (5) | 06/06/2034 | Class A Common Stock | 44,364 | (1) | 44,364 | D | ||||
| Stock Option (Right to Buy)(6) | $37.39(4) | 05/21/2025 | A | 11,189 | (5) | 05/03/2033 | Class A Common Stock | 11,189 | (1) | 11,189 | D | ||||
| Stock Option (Right to Buy)(7) | $12.21(4) | 05/21/2025 | A | 41,499 | (5) | 11/20/2032 | Class A Common Stock | 41,499 | (1) | 41,499 | D | ||||
| Stock Option (Right to Buy)(8) | $12.21(4) | 05/21/2025 | A | 13,804 | (5) | 11/20/2032 | Class A Common Stock | 13,804 | (1) | 13,804 | D | ||||
| Stock Option (Right to Buy)(9) | $1.6(4) | 05/21/2025 | A | 19,528 | (5) | 07/25/2031 | Class A Common Stock | 19,528 | (1) | 19,528 | D | ||||
| Explanation of Responses: |
| 1. On February 6, 2025, the Issuer entered into an Agreement and Plan of Merger (as amended on April 20, 2025, the "Merger Agreement") with ACELYRIN, Inc., a Delaware corporation ("ACELYRIN"), and Arrow Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on May 21, 2025, Merger Sub merged with and into ACELYRIN (the "Merger"), with ACELYRIN surviving as a wholly owned subsidiary of Issuer. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of ACELYRIN issued and outstanding was converted into the right to receive 0.4814 (the "Exchange Ratio") shares of voting common stock of Issuer, par value $0.0001 per share, and cash in lieu of any fractional shares. |
| 2. Shares held directly by Patrick Machado Revocable Trust, Patrick Machado, TEE, for which the Reporting Person serves as trustee. |
| 3. Received in the Merger in exchange for an employee stock option to acquire 92,158 shares of ACELYRIN common stock for $4.46 per share. |
| 4. Pursuant to the Merger Agreement, at the Effective Time each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per share exercise price of $18.00 or less was assumed by Issuer and converted into an option to purchase a number of shares of Issuer Common Stock equal to (i) the number of shares subject to the option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, which stock option shall have an exercise price equal to (i) the per share exercise price for shares subject to the corresponding ACELYRIN stock option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 5. Stock Option is fully vested and exercisable. |
| 6. Received in the Merger in exchange for an employee stock option to acquire 23,243 shares of ACELYRIN common stock for $18.00 per share. |
| 7. Received in the Merger in exchange for an employee stock option to acquire 86,206 shares of ACELYRIN common stock for $5.8766 per share. |
| 8. Received in the Merger in exchange for an employee stock option to acquire 28,675 shares of ACELYRIN common stock for $5.8766 per share. |
| 9. Received in the Merger in exchange for an employee stock option to acquire 40,567 shares of ACELYRIN common stock for $0.7683 per share. |
| /s/ Sara Klein, Attorney-in-Fact | 05/23/2025 | |
| ** 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. | ||