| 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)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Alamar Biosciences, Inc. [ ALMR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | ||||||
| Class B Common Stock | 04/20/2026 | C(1) | 1,386,746 | A | (1) | 1,499,797 | D | |||
| Class B Common Stock | 04/20/2026 | C(2) | 364,268 | A | (2) | 1,864,065 | D | |||
| Class B Common Stock | 04/20/2026 | J(3) | 1,864,065 | D | (3) | 0 | D | |||
| Common Stock | 04/20/2026 | J(3) | 1,864,065 | A | (3) | 1,864,065 | D | |||
| Common Stock | 04/20/2026 | A(4) | 76,509 | A | $0 | 1,940,574 | D | |||
| Class B Common Stock | 04/20/2026 | C(1) | 1,224,152 | A | (1) | 1,224,152 | I | By Spouse | ||
| Class B Common Stock | 04/20/2026 | J(3) | 1,224,152 | D | (3) | 0 | I | By Spouse | ||
| Common Stock | 04/20/2026 | J(3) | 1,224,152 | A | (3) | 1,224,152 | I | By Spouse | ||
| 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) | $17 | 04/16/2026 | A | 341,191 | (5) | 04/15/2036 | Common Stock | 341,191 | $0 | 341,191 | D | ||||
| Class A Common Stock | (1) | 04/20/2026 | C | 1,020,742 | (1) | (1) | Class B Common Stock | 1,020,742 | $0 | 0 | D | ||||
| Founders Preferred Stock | (1) | 04/20/2026 | C | 366,004 | (1) | (1) | Class B Common Stock | 366,004 | $0 | 0 | D | ||||
| Series A-1 Preferred Stock | (2) | 04/20/2026 | C | 880,802 | (2) | (2) | Class B Common Stock | 364,268 | $0 | 0 | D | ||||
| Class A Common Stock | (1) | 04/20/2026 | C | 1,224,152 | (1) | (1) | Class B Common Stock | 1,224,152 | $0 | 0 | I | By Spouse | |||
| Stock Option (Right to Buy) | $2.51 | 04/20/2026 | J(3) | 266,311 | (6) | 02/15/2027 | Class B Common Stock | 266,311 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $2.51 | 04/20/2026 | J(3) | 266,311 | (6) | 02/15/2027 | Common Stock | 266,311 | $0 | 266,311 | D | ||||
| Stock Option (Right to Buy) | $2.51 | 04/20/2026 | J(3) | 25,310 | (6) | 02/15/2027 | Class B Common Stock | 25,310 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $2.51 | 04/20/2026 | J(3) | 25,310 | (6) | 02/15/2027 | Common Stock | 25,310 | $0 | 25,310 | D | ||||
| Stock Option (Right to Buy) | $1.53 | 04/20/2026 | J(3) | 23,986 | (7) | 01/17/2033 | Class B Common Stock | 23,986 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.53 | 04/20/2026 | J(3) | 23,986 | (7) | 01/17/2033 | Common Stock | 23,986 | $0 | 23,986 | D | ||||
| Stock Option (Right to Buy) | $1.53 | 04/20/2026 | J(3) | 20,023 | (6) | 04/24/2033 | Class B Common Stock | 20,023 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.53 | 04/20/2026 | J(3) | 20,023 | (6) | 04/24/2033 | Common Stock | 20,023 | $0 | 20,023 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 27,700 | (8) | 04/16/2034 | Class B Common Stock | 27,700 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 27,700 | (8) | 04/16/2034 | Common Stock | 27,700 | $0 | 27,700 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 1,033,912 | (9) | 01/15/2035 | Class B Common Stock | 1,033,912 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 1,033,912 | (9) | 01/15/2035 | Common Stock | 1,033,912 | $0 | 1,033,912 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 37,086 | (10) | 01/15/2035 | Class B Common Stock | 37,086 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.34 | 04/20/2026 | J(3) | 37,086 | (10) | 01/15/2035 | Common Stock | 37,086 | $0 | 37,086 | D | ||||
| Stock Option (Right to Buy) | $7.6 | 04/20/2026 | J(3) | 42,334 | (11) | 01/14/2036 | Class B Common Stock | 42,334 | $0 | 0 | D | ||||
| Stock Option ((Right to Buy) | $7.6 | 04/20/2026 | J(3) | 42,334 | (11) | 01/14/2036 | Common Stock | 42,334 | $0 | 42,334 | D | ||||
| Explanation of Responses: |
| 1. The Class A Common Stock and Founders Preferred Stock are convertible into shares of Class B Common Stock on a 1:1 basis and have no expiration date. The Class A Common Stock and Founders Preferred Stock automatically converted into shares of Class B Common Stock immediately prior to the completion of the initial public offering of the Issuer's Common Stock (the "IPO"). |
| 2. The Series A-1 Preferred Stock is convertible into shares of Class B Common Stock on a 1:2.418 basis and has no expiration date. The Series A-1 Preferred Stock automatically converted into shares of Class B Common Stock immediately prior to the completion of the IPO. |
| 3. Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO. |
| 4. Represents the grant of restricted stock units ("RSUs"). The RSUs vest monthly from the date of grant, subject to the reporting person's continuous service as of each such vesting date. |
| 5. Twenty-five percent of the shares subject to the option vest on April 16, 2027, and 1/48th of the shares vest monthly thereafter, subject to the reporting person's continuous service as of each such vesting date. |
| 6. Fully vested. |
| 7. The shares subject to the option vest in equal monthly installments over 48 months measured from January 1, 2023, subject to the reporting person's continuous service as of each such vesting date. |
| 8. The shares subject to the option vest in equal monthly installments over 48 months measured from January 1, 2024, subject to the reporting person's continuous service as of each such vesting date. |
| 9. The shares subject to the option vest in equal monthly installments over 48 months measured from January 16, 2025, subject to the reporting person's continuous service as of each such vesting date. |
| 10. The shares subject to the option vest in equal monthly installments over 48 months measured from January 1, 2025, subject to the reporting person's continuous service as of each such vesting date. |
| 11. The shares subject to the option vest in equal monthly installments over 48 months measured from January 1, 2026, subject to the reporting person's continuous service as of each such vesting date. |
| /s/ Timothy White, Attorney-in-Fact | 04/20/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||