Form 4 for ALMS ALUMIS INC.
Accepted 2024-07-03 00:00:00 ET · period of report 2024-07-01 · accession 0000902664-24-004603 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-07-03 | 2024-07-01 | ALMS | GOEL DAVID E. | Dir, 10%, See Remarks | C - Cnv Deriv | — | +8.15M | 8.15M | New | — |
| DI | 2024-07-03 | 2024-07-01 | ALMS | GOEL DAVID E. | Dir, 10%, See Remarks | A - Grant | $16.00 | +2.50M | 10.65M | +31% | +$40.00M |
| DMI | 2024-07-03 | 2024-07-01 | ALMS | GOEL DAVID E. | Dir, 10%, See Remarks | C - Cnv Deriv | $0.00 | -38.08M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.0001 per share ("Common Stock") | 2024-07-01 | C | A | 8,145,966 | — | 8,145,966 | I See footnotes | — | — | (F2) Each share of Class A Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO. (F1) Each share of preferred stock is convertible at any time, at the holder's election, into shares of Class A Common Stock on a 4.675-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on June 20, 2024) and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering of voting common stock (the "Common Stock") (the "IPO"), the shares of preferred stock reported herein automatically converted into the number of shares of Class A Common Stock in column 3. (F4) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. (F3) The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. |
| 2 | Common | Common Stock | 2024-07-01 | A | A | 2,500,000 | $16.00 | 10,645,966 | I See footnotes | — | — | (F4) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. (F3) The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. |
| 3 | Derivative | Series B-2 Redeemable Convertible Preferred Stock | 2024-07-01 | C | D | 5,336,489 | $0.00 | 0 | I See footnotes | — · — to — | 1,141,494 Common Stock | (F4) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. (F3) The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. (F1) Each share of preferred stock is convertible at any time, at the holder's election, into shares of Class A Common Stock on a 4.675-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on June 20, 2024) and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering of voting common stock (the "Common Stock") (the "IPO"), the shares of preferred stock reported herein automatically converted into the number of shares of Class A Common Stock in column 3. |
| 4 | Derivative | Series B Redeemable Convertible Preferred Stock | 2024-07-01 | C | D | 20,000,000 | $0.00 | 0 | I See footnotes | — · — to — | 4,278,074 Common Stock | (F4) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. (F3) The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. (F1) Each share of preferred stock is convertible at any time, at the holder's election, into shares of Class A Common Stock on a 4.675-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on June 20, 2024) and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering of voting common stock (the "Common Stock") (the "IPO"), the shares of preferred stock reported herein automatically converted into the number of shares of Class A Common Stock in column 3. |
| 5 | Derivative | Series C Redeemable Convertible Preferred Stock | 2024-07-01 | C | D | 12,745,916 | $0.00 | 0 | I See footnotes | — · — to — | 2,726,398 Common Stock | (F4) The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. (F3) The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. (F1) Each share of preferred stock is convertible at any time, at the holder's election, into shares of Class A Common Stock on a 4.675-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Class A Common Stock effected by the Issuer on June 20, 2024) and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering of voting common stock (the "Common Stock") (the "IPO"), the shares of preferred stock reported herein automatically converted into the number of shares of Class A Common Stock in column 3. |