Goel David E. Form 4 ALUMIS / DAVID E. GOEL ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

AyurMaya Capital Management Company, LP

(Last) (First) (Middle)

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ NASDAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, par value $0.0001 per share ("Common Stock")(2)	07/01/2024		C		8,145,966	A	(1)	8,145,966	I	See footnotes(3)(4)
Common Stock	07/01/2024		A		2,500,000	A	$16	10,645,966	I	See footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series B Redeemable Convertible Preferred Stock	(1)	07/01/2024		C			20,000,000	(1)	(1)	Common Stock(2)	4,278,074	$0	0	I	See footnotes(3)(4)
Series B-2 Redeemable Convertible Preferred Stock	(1)	07/01/2024		C			5,336,489	(1)	(1)	Common Stock(2)	1,141,494	$0	0	I	See footnotes(3)(4)
Series C Redeemable Convertible Preferred Stock	(1)	07/01/2024		C			12,745,916	(1)	(1)	Common Stock(2)	2,726,398	$0	0	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

AyurMaya Capital Management Company, LP

(Last) (First) (Middle)

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOEL DAVID E.

(Last) (First) (Middle)

C/O AYURMAYA CAPITAL MANAGEMENT CO, LP

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Each share of Class A Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO.

3. 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.

4. 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.

Remarks:

The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Alan Colowick, Senior Managing Director of Matrix Capital Management Company LP, an affiliate of the Investment Manager, currently serves on the board of directors of the Issuer.

	AyurMaya Capital Management Company, LP, By AyurMaya Capital Management Company GP, LLC, Its General Partner, By: /s/ David E. Goel, Managing Member	07/03/2024
	/s/ David E. Goel	07/03/2024
	** Signature of Reporting Person	Date
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