SEC Form 3 filed by new insider Tetrault Lynn A.
$ALMS
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/21/2025 |
3. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ ALMS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy)(1)(2) | (3) | 06/06/2034 | Common Stock | 21,027 | $9.26(4) | D | |
| Stock Option (Right to Buy)(1)(5) | (3) | 12/17/2033 | Common Stock | 43,304 | $15.14(4) | 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. Received in the Merger in exchange for an employee stock option to acquire 43,680 shares of ACELYRIN common stock for $4.46 per share. |
| 3. Stock Option is fully vested and exercisable. |
| 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. Received in the Merger in exchange for an employee stock option to acquire 89,955 shares of ACELYRIN common stock for $7.29 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 5 (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. | ||