Form 4 for BLLN BillionToOne, Inc.
Accepted 2025-11-12 00:00:00 ET · period of report 2025-11-07 · accession 0001193125-25-278140 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-11-12 | 2025-11-07 | BLLN | Atay Oguzhan | See Remarks, Dir | J - Other | — | 0 | 0 | New | — |
| DM | 2025-11-12 | 2025-11-07 | BLLN | Atay Oguzhan | See Remarks, Dir | J - Other | — | -2.23M | 0 | -100% | — |
| D | 2025-11-12 | 2025-11-07 | BLLN | Atay Oguzhan | See Remarks, Dir | C - Cnv Deriv | — | +262.4K | 262.4K | New | — |
| DM | 2025-11-12 | 2025-11-07 | BLLN | Atay Oguzhan | See Remarks, Dir | J - Other | $0.00 | +2.23M | 2.23M | New | $0 |
| D | 2025-11-12 | 2025-11-07 | BLLN | Atay Oguzhan | See Remarks, Dir | C - Cnv Deriv | — | -262.4K | 0 | -100% | — |
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 | Class A Common Stock | 2025-11-07 | J | A | 200,000 | — | 200,000 | I | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. |
| 2 | Common | Class A Common Stock | 2025-11-07 | J | D | 2,227,542 | — | 0 | D | — | — | (F5) Following the reclassification of Common Stock into Class A Common Stock, these shares of Class A common stock were exchanged at a 1:1 ratio for shares of Class B common stock in a transaction previously approved by the Issuer's board of directors. |
| 3 | Common | Class A Common Stock | 2025-11-07 | J | A | 1,965,108 | — | 2,227,542 | D | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. |
| 4 | Common | Class A Common Stock | 2025-11-07 | J | A | 262,434 | — | 262,434 | D | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. |
| 5 | Common | Common Stock | 2025-11-07 | J | D | 200,000 | — | 0 | I | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. |
| 6 | Common | Common Stock | 2025-11-07 | J | D | 1,965,108 | — | 0 | D | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. |
| 7 | Common | Common Stock | 2025-11-07 | J | D | 262,434 | — | 0 | D By spouse | — | — | (F3) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering. (F4) Represents shares held by the Reporting Person's spouse. |
| 8 | Common | Common Stock | 2025-11-07 | C | A | 262,434 | — | 262,434 | D By spouse | — | — | (F2) The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering of Class A common stock (the "Offering") without payment of further consideration. The shares have no expiration date. (F4) Represents shares held by the Reporting Person's spouse. |
| 9 | Derivative | Stock Option (right to buy) | 2025-11-07 | J | A | 640,000 | — | 640,000 | D | $2.80 · — to 2031-06-07 | 640,000 Class A Common Stock | (F1) The total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock. (F7) The options are fully vested and exercisable. |
| 10 | Derivative | Stock Option (right to buy) | 2025-11-07 | J | D | 1,003,102 | — | 0 | D | $20.04 · — to 2035-06-18 | 1,003,102 Common Stock | (F1) The total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock. (F8) The options are subject to a service-based vesting requirement, which shall be satisfied over a six-year period. The options vest and become exercisable in equal monthly installments commencing on June 11, 2025, subject to the Reporting Person's continuous service with the Issuer through each such vesting date. |
| 11 | Derivative | Stock Option (right to buy) | 2025-11-07 | J | A | 1,003,102 | — | 1,003,102 | D | $20.04 · — to 2035-06-18 | 1,003,102 Class A Common Stock | (F1) The total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock. (F8) The options are subject to a service-based vesting requirement, which shall be satisfied over a six-year period. The options vest and become exercisable in equal monthly installments commencing on June 11, 2025, subject to the Reporting Person's continuous service with the Issuer through each such vesting date. |
| 12 | Derivative | Stock Option (right to buy) | 2025-11-07 | J | D | 640,000 | — | 0 | D | $2.80 · — to 2031-06-07 | 640,000 Common Stock | (F1) The total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock. (F7) The options are fully vested and exercisable. |
| 13 | Derivative | Class B Common Stock | 2025-11-07 | J | A | 2,227,542 | $0.00 | 2,227,542 | D | — · — to — | 2,227,542 Class A Common Stock | (F6) Each share of Class B Common Stock is convertible into one share of Class A common stock at the option of the holder. Class B common stock will convert automatically on a one-for-one basis into shares of the Issuer's Class A common stock upon the earliest of (i) seven years from the date of filing of the amended and restated certificate of incorporation, in connection with the Offering and (ii) the date specified by a vote of the holders of Class B common stock representing a majority of the outstanding shares of Class B common stock. |
| 14 | Derivative | Series A-1 Convertible Preferred Stock | 2025-11-07 | C | D | 262,434 | — | 0 | D | — · — to — | 262,434 Common Stock | (F2) The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering of Class A common stock (the "Offering") without payment of further consideration. The shares have no expiration date. |