SEC Form 4 filed by SVP, People and Culture Richardson Derrick
$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) 06/27/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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) | $16 | 06/27/2024 | A | 3,208 | (1) | 06/26/2034 | Class A Common Stock | 3,208 | $0 | 3,208 | D | ||||
| Stock Option (Right to Buy) | $16 | 07/01/2024 | D(2) | 3,208 | (1) | 06/26/2034 | Class A Common Stock | 3,208 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $16 | 07/01/2024 | A(2) | 3,208 | (1) | 06/26/2034 | Common Stock | 3,208 | $0 | 3,208 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 34,224 | (3) | 09/14/2031 | Class A Common Stock | 34,224 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 34,224 | (4) | 09/14/2031 | Common Stock | 34,224 | $0 | 34,224 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 19,251 | (5) | 01/26/2032 | Class A Common Stock | 19,251 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 19,251 | (5) | 01/26/2032 | Common Stock | 19,251 | $0 | 19,251 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 10,695 | (6) | 01/26/2032 | Class A Common Stock | 10,695 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 10,695 | (6) | 01/26/2032 | Common Stock | 10,695 | $0 | 10,695 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 3,208 | (7) | 06/22/2033 | Class A Common Stock | 3,208 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 3,208 | (7) | 06/22/2033 | Common Stock | 3,208 | $0 | 3,208 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 4,663 | (8) | 10/08/2033 | Class A Common Stock | 4,663 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 4,663 | (8) | 10/08/2033 | Common Stock | 4,663 | $0 | 4,663 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | D(2) | 9,161 | (9) | 03/28/2034 | Class A Common Stock | 9,161 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.84 | 07/01/2024 | A(2) | 9,161 | (9) | 03/28/2034 | Common Stock | 9,161 | $0 | 9,161 | D | ||||
| Stock Option (Right to Buy) | $10.2 | 07/01/2024 | D(2) | 21,390 | (10) | 05/05/2034 | Class A Common Stock | 21,390 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $10.2 | 07/01/2024 | A(2) | 21,390 | (10) | 05/05/2034 | Common Stock | 21,390 | $0 | 21,390 | D | ||||
| Stock Option (Right to Buy) | $13.33 | 07/01/2024 | D(2) | 29,946 | (11) | 06/05/2034 | Class A Common Stock | 29,946 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $13.33 | 07/01/2024 | A(2) | 29,946 | (11) | 06/05/2034 | Common Stock | 29,946 | $0 | 29,946 | D | ||||
| Explanation of Responses: |
| 1. 25% of the shares underlying this option vest on June 21, 2025, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 2. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Class A Common Stock was reclassified into one share of voting Common Stock. |
| 3. 25% of the shares underlying this option vested on January 4, 2023 and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 4. 25% of the shares underlying this option vested on September 15, 2022, and in equal monthly installments thereafter over the following 36 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. This option was originally granted in the amount of 3,000,000 shares and was subsequently partially exercised for 1,219,513 shares on October 22, 2021. |
| 5. 25% of the shares underlying this option vested on January 27, 2023, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 6. 33% of the shares underlying this option vested on January 27, 2024, and the remaining shares vest in equal monthly installments thereafter over the following 48 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 7. 25% of the shares underlying this option vested on May 22, 2024, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 8. 25% of the shares underlying this option vest on October 9, 2024, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 9. 25% of the shares underlying this option vest on March 29, 2025, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 10. The option vests in three equal installments, subject to the Issuer's satisfaction of certain performance criteria on each of May 6, 2028, May 6, 2029 and May 6, 2030, and subject to acceleration and the Reporting Person's continuous service to the Issuer on each such vesting date. |
| 11. 25% of the shares underlying this option vest on June 6, 2025, and the remaining shares vest in equal monthly installments thereafter over the following 36 months, subject to acceleration and the Reporting Person's continuous service to the Issuer on each such vesting date. |
| /s/ Sara Klein, Attorney-in-Fact | 07/01/2024 | |
| ** 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. | ||