SEC Form 4 filed by Naclerio Nicholas
$ALMR
Biotechnology: Laboratory Analytical Instruments
Industrials
| 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) | 4,588,364 | A | (1) | 4,588,364 | I | See footnote(2) | ||
| Class B Common Stock | 04/20/2026 | C(3) | 922,152 | A | (3) | 5,510,516 | I | See footnote(2) | ||
| Class B Common Stock | 04/20/2026 | J(4) | 5,510,516 | D | (4) | 0 | I | See footnote(2) | ||
| Common Stock | 04/20/2026 | J(4) | 5,510,516 | A | (4) | 5,510,516 | I | See footnote(2) | ||
| Common Stock | 04/20/2026 | C(5) | 346,020 | A | (5) | 5,856,536 | I | See footnote(2) | ||
| Common Stock | 04/20/2026 | C(5) | 271,782 | A | (5) | 271,782 | I | See footnote(6) | ||
| Common Stock | 04/20/2026 | P | 235,294 | A | $17 | 507,076 | I | See footnote(6) | ||
| Common Stock | 04/20/2026 | A(7) | 5,686 | A | $0 | 5,686 | D | |||
| 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 | 25,599 | (8) | 04/15/2036 | Common Stock | 25,599 | $0 | 25,599 | D | ||||
| Series A-3 Preferred Stock | (1) | 04/20/2026 | C | 3,194,377 | (1) | (1) | Class B Common Stock | 1,321,082 | $0 | 0 | I | See footnote(2) | |||
| Series A-4 Preferred Stock | (1) | 04/20/2026 | C | 2,862,507 | (1) | (1) | Class B Common Stock | 1,183,832 | $0 | 0 | I | See footnote(2) | |||
| Series B Preferred Stock | (3) | 04/20/2026 | C | 2,094,266 | (3) | (3) | Class B Common Stock | 922,152 | $0 | 0 | I | See footnote(2) | |||
| Series C Preferred Stock | (1) | 04/20/2026 | C | 5,037,783 | (1) | (1) | Class B Common Stock | 2,083,450 | $0 | 0 | I | See footnote(2) | |||
| Convertible Promissory Note | (5) | 04/20/2026 | C | $5,000,000 | (5) | (5) | Common Stock | 346,020 | $0 | 0 | I | See footnote(2) | |||
| Convertible Promissory Note | (5) | 04/20/2026 | C | $3,927,259.98 | (5) | (5) | Common Stock | 271,782 | $0 | 0 | I | See footnote(6) | |||
| Explanation of Responses: |
| 1. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock on a 1:2.418 basis and have no expiration date. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer's Common Stock (the "IPO"). |
| 2. The securities are held by Illumina Innovation Fund II, L.P. ("IIF II"). Illumina Innovation Fund II GP, L.L.C. ("IIF II GP") is the general partner of IIF II. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF II GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF II. Each of IIF II GP and the reporting person disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein, if any. |
| 3. The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1:2.271 basis and has no expiration date. The Series B Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the IPO. |
| 4. Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO. |
| 5. Reflects a convertible note that is convertible into shares of Common Stock of the Issuer. The convertible note has a maturity date of July 8, 2027. The principal amount of the convertible note was automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to the initial public offering price of the Issuer's Common Stock multiplied by 0.85. |
| 6. The securities are held by Illumina Innovation Fund III, L.P. ("IIF III"). Illumina Innovation Fund III GP, L.L.C. ("IIF II GP") is the general partner of IIF III. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF III GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF III. Each of IIF III GP and the reporting person disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any. |
| 7. Represents the grant of restricted stock units ("RSUs"). The RSUs vest 1/3rd on each of April 20, 2027, April 20, 2028 and April 20, 2029, subject to the reporting person's continuous service as of each such vesting date. |
| 8. One-third of the shares subject to the grant will vest on April 16, 2027 and the remainder of the shares subject to the grant will vest in equal monthly installments thereafter through April 16, 2029, subject to the reporting person's continuous service through 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) | ||