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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2024 |
3. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ ALMS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 1,176,470 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series Seed Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 1,944,577 | (2) | I | See Footnote(3) |
| Series Seed Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 194,459 | (2) | I | See Footnote(4) |
| Series A Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 1,122,994 | (2) | I | See Footnote(3) |
| Series A Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 481,283 | (2) | I | See Footnote(5) |
| Series B-1 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 560,076 | (2) | I | See Footnote(3) |
| Series B-1 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 560,076 | (2) | I | See Footnote(5) |
| Series B-1 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 967,567 | (2) | I | See Footnote(6) |
| Series B-2 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 622,344 | (2) | I | See Footnote(3) |
| Series B-2 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 311,172 | (2) | I | See Footnote(5) |
| Series B-2 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 311,172 | (2) | I | See Footnote(7) |
| Series B-2 Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 311,172 | (2) | I | See Footnote(6) |
| Series C Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 1,022,398 | (2) | I | See Footnote(3) |
| Series C Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 681,598 | (2) | I | See Footnote(5) |
| Series C Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 1,703,998 | (2) | I | See Footnote(7) |
| Series C Redeemable Convertible Preferred Stock | (2) | (2) | Common Stock | 681,598 | (2) | I | See Footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares are held of record by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates"). Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbuam"), a manager of Labs, may be deemed to share voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, other than Labs Affiliates, disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities. |
| 2. Each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock has no expiration date and will automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock. |
| 3. The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Fund V, disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities. |
| 4. The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Co-Invest, disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities. |
| 5. The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Opportunity Fund V, disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities. |
| 6. The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Fund I, disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of such person's pecuniary interest in such securities. |
| 7. The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Fund VI, disclaims beneficial ownership of the shares held by Fund VI, except to the extent of such person's pecuniary interest in such securities. |
| Remarks: |
| This Form 3 is one of three Form 3s filed on the date hereof in respect of these shares. The Reporting Persons of the other Forms 3 are Tananbaum, Labs Affiliates and Labs. |
| FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE CAPITAL OPPORTUNITY FUND V, L.P., By: Foresite Capital Opportunity Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE CAPITAL MANAGEMENT VI, LLC, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE CAPITAL FUND VI, L.P., By: Foresite Capital Management VI, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| LABS CO-INVEST V, LLC, By: Foresite Capital Management V, LLC, Its: Managing Member, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE LABS MANAGEMENT I, LLC, By: /s/ James B. Tananbaum, Managing Member | 06/27/2024 | |
| FORESITE LABS FUND I, L.P., By: Foresite Labs Management I, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 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. | ||