David Goldstein Form 4 ALUMIS / David M Goldstein 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^*

Goldstein David M

(Last)

(First)

(Middle)

C/O ALUMIS INC.

280 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

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

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

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

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)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/01/2024		D⁽¹⁾		213,903	D	⁽¹⁾	0	I	By Trust⁽²⁾
Common Stock	07/01/2024		A⁽¹⁾		213,903	A	⁽¹⁾	213,903	I	By Trust⁽²⁾
Class A Common Stock	07/01/2024		D⁽¹⁾		2,994	D	⁽¹⁾	0	I	By Family Members⁽³⁾
Common Stock	07/01/2024		A⁽¹⁾		2,994	A	⁽¹⁾	2,994	I	By Family Members⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.84	07/01/2024		D⁽¹⁾			42,780	⁽⁴⁾	01/26/2032	Class A Common Stock	42,780	$0	0	D
Stock Option (Right to Buy)	$8.84	07/01/2024		A⁽¹⁾		42,780		⁽⁴⁾	01/26/2032	Common Stock	42,780	$0	42,780	D
Stock Option (Right to Buy)	$8.84	07/01/2024		D⁽¹⁾			171,122	⁽⁵⁾	01/26/2032	Class A Common Stock	171,122	$0	0	D
Stock Option (Right to Buy)	$8.84	07/01/2024		A⁽¹⁾		171,122		⁽⁵⁾	01/26/2032	Common Stock	171,122	$0	171,122	D
Stock Option (Right to Buy)	$8.84	07/01/2024		D⁽¹⁾			11,978	⁽⁶⁾	06/22/2033	Class A Common Stock	11,978	$0	0	D
Stock Option (Right to Buy)	$8.84	07/01/2024		A⁽¹⁾		11,978		⁽⁶⁾	06/22/2033	Common Stock	11,978	$0	11,978	D
Stock Option (Right to Buy)	$8.84	07/01/2024		D⁽¹⁾			30,642	⁽⁷⁾	10/08/2033	Class A Common Stock	30,642	$0	0	D
Stock Option (Right to Buy)	$8.84	07/01/2024		A⁽¹⁾		30,642		⁽⁷⁾	10/08/2033	Common Stock	30,642	$0	30,642	D
Stock Option (Right to Buy)	$10.2	07/01/2024		D⁽¹⁾			206,074	⁽⁸⁾	05/05/2034	Class A Common Stock	206,074	$0	0	D
Stock Option (Right to Buy)	$10.2	07/01/2024		A⁽¹⁾		206,074		⁽⁸⁾	05/05/2034	Common Stock	206,074	$0	206,074	D
Stock Option (Right to Buy)	$13.33	07/01/2024		D⁽¹⁾			53,475	⁽⁹⁾	06/05/2034	Class A Common Stock	53,475	$0	0	D
Stock Option (Right to Buy)	$13.33	07/01/2024		A⁽¹⁾		53,475		⁽⁹⁾	06/05/2034	Common Stock	53,475	$0	53,475	D

Explanation of Responses:

1. 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.

2. Shares are held directly by the Baily Goldstein Living Trust dated March 4, 2014, for which the Reporting Person serves as a trustee.

3. Shares are held directly by family members of Reporting Person residing in his primary residence.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	07/03/2024
	** 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.

David Goldstein Form 4ALUMIS / David M Goldstein ownership change