John R. Schroer Form 3 ALUMIS / John R. Schroer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schroer John R.

(Last)

(First)

(Middle)

C/O ALUMIS INC.

280 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2024

3. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ ALMS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	04/10/2032	Class A Common Stock	171,122	8.84	D
Stock Option (Right to Buy)	⁽²⁾	04/10/2032	Class A Common Stock	64,171	8.84	D
Stock Option (Right to Buy)	⁽³⁾	06/22/2033	Class A Common Stock	12,834	8.84	D
Stock Option (Right to Buy)	⁽⁴⁾	10/08/2033	Class A Common Stock	17,171	8.84	D
Stock Option (Right to Buy)	⁽⁵⁾	03/28/2034	Class A Common Stock	59,516	8.84	D
Stock Option (Right to Buy)	⁽⁶⁾	05/05/2034	Class A Common Stock	55,978	10.2	D
Stock Option (RIght to Buy)	⁽⁷⁾	06/05/2034	Class A Common Stock	70,588	13.33	D

Explanation of Responses:

1. 25% of the shares underlying this option vested on March 30, 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.

2. 33% of the shares underlying this option vested on March 30, 2024, and the remaining shares vest in equal monthly installments thereafter over the following 48 months, subject to acceleration and the Reporting Person's continuous service to the Issuer on each such vesting date.

3. 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 the Reporting Person's continuous service to the Issuer on each such vesting date.

4. 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 the Reporting Person's continuous service to the Issuer on each such vesting date.

5. 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 the Reporting Person's continuous service to the Issuer on each such vesting date.

6. 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.

7. 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	06/27/2024
	** 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 5 (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.

John R. Schroer Form 3ALUMIS / John R. Schroer ownership change