AyurMaya Capital Management Company, LP - Jul 1, 2024 Form 4 Insider Report for ALUMIS INC. (NASDAQ)

Role
Director, Other*, 10%+ Owner
Signature
AyurMaya Capital Management Company, LP, By AyurMaya Capital Management Company GP, LLC, Its General Partner, By: /s/ David E. Goel, Managing Member
Stock symbol
NASDAQ
Transactions as of
Jul 1, 2024
Transactions value $
$40,000,000
Form type
4
Date filed
7/3/2024, 04:45 PM
Previous filing
Jun 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NASDAQ Common Stock, par value $0.0001 per share ("Common Stock") Conversion of derivative security +8.15M 8.15M Jul 1, 2024 See footnotes F1, F2, F3, F4
transaction NASDAQ Common Stock Award $40M +2.5M +30.69% $16.00* 10.6M Jul 1, 2024 See footnotes F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NASDAQ Series B Redeemable Convertible Preferred Stock Conversion of derivative security $0 -20M -100% $0.00* 0 Jul 1, 2024 Common Stock 4.28M See footnotes F1, F2, F3, F4
transaction NASDAQ Series B-2 Redeemable Convertible Preferred Stock Conversion of derivative security $0 -5.34M -100% $0.00* 0 Jul 1, 2024 Common Stock 1.14M See footnotes F1, F2, F3, F4
transaction NASDAQ Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -12.7M -100% $0.00* 0 Jul 1, 2024 Common Stock 2.73M See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Each share of Class A Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO.
F3 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.
F4 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.