Foresite Labs, LLC - Jun 27, 2024 Form 3 Insider Report for ALUMIS INC. (ALMS)

Role
10%+ Owner
Signature
FORESITE LABS, LLC, By: /s/ James B. Tananbaum, Manager
Stock symbol
ALMS
Transactions as of
Jun 27, 2024
Transactions value $
$0
Form type
3
Date filed
6/27/2024, 09:31 PM
Next filing
Jul 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALMS Common Stock 1.18M Jun 27, 2024 See Footnote F1

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
holding ALMS Series Seed Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 1.94M See Footnote F2, F3
holding ALMS Series Seed Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 194K See Footnote F2, F4
holding ALMS Series A Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 1.12M See Footnote F2, F3
holding ALMS Series A Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 481K See Footnote F2, F5
holding ALMS Series B-1 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 560K See Footnote F2, F3
holding ALMS Series B-1 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 560K See Footnote F2, F5
holding ALMS Series B-1 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 968K See Footnote F2, F6
holding ALMS Series B-2 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 622K See Footnote F2, F3
holding ALMS Series B-2 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 311K See Footnote F2, F5
holding ALMS Series B-2 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 311K See Footnote F2, F7
holding ALMS Series B-2 Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 311K See Footnote F2, F6
holding ALMS Series C Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 1.02M See Footnote F2, F3
holding ALMS Series C Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 682K See Footnote F2, F5
holding ALMS Series C Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 1.7M See Footnote F2, F7
holding ALMS Series C Redeemable Convertible Preferred Stock Jun 27, 2024 Common Stock 682K See Footnote F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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, Fund V, Opportunity Fund V, Labs Co-Invest, Fund VI, Labs Fund I, FCM V, FCOM V, FCM VI and FLM I.