Tananbaum James B. 4
4 · ALUMIS INC. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
ALUMIS (ALMS) 10% Owner James Tananbaum Receives and Transfers Shares
What Happened
James B. Tananbaum, reported as a 10% owner related to several Foresite entities, was party to a series of in‑kind transfers on April 1, 2026 involving a total of 4,103,630 ALUMIS (ALMS) shares. The Form 4 shows two disposals (1,176,470 and 1,123,337 shares) and two acquisitions (1,123,337 and 680,486 shares), all reported at $0.00 per share (no cash consideration). These transactions are described as pro rata, in‑kind distributions among affiliated vehicles rather than open‑market purchases or sales; the net reported disposition across the transactions is approximately 495,984 shares.
Key Details
- Transaction date: April 1, 2026. All reported at $0.00 per share (in‑kind distribution/transfer).
- Total shares moved: 4,103,630 (disposed: 2,299,807; acquired: 1,803,823); net reported disposition ≈ 495,984 shares.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Notable footnotes: filings note these were pro rata, in‑kind distributions under Rules 16a‑13 and/or 16a‑9 (F1, F3, F5, F6); many shares are held of record by Foresite funds or co‑invest vehicles and Tananbaum disclaims beneficial ownership of those fund holdings except to the extent of his pecuniary interest (F2, F4, F7–F12).
- Timeliness: filing does not indicate a late report; this Form 4 is one of three filed the same day covering related transactions.
Context
- "Other acquisition or disposition (J)" transactions and the $0 price indicate internal, in‑kind reallocations among affiliated funds/vehicles, not open‑market trades—these typically reflect administrative restructurings or distributions and do not necessarily signal a personal buy/sell decision.
- As a reported 10% owner via multiple funds/entities, Tananbaum’s filing includes standard disclaimers that beneficial ownership is limited to his pecuniary interest and that holdings are primarily record‑held by Foresite funds and co‑invest vehicles.
Insider Transaction Report
Form 4
ALUMIS INC.ALMS
Tananbaum James B.
Director10% Owner
Transactions
- Other
Common Stock
[F1][F2]2026-04-01−1,176,470→ 0 total(indirect: See Footnote) - Other
Common Stock
[F3][F4]2026-04-01+1,123,337→ 1,123,337 total(indirect: See Footnote) - Other
Common Stock
[F5][F4]2026-04-01−1,123,337→ 0 total(indirect: See Footnote) - Other
Common Stock
[F6][F7]2026-04-01+680,486→ 680,486 total(indirect: See Footnote)
Holdings
- 5,702,536(indirect: See Footnote)
Common Stock
[F8] - 2,908,332(indirect: See Footnote)
Common Stock
[F9] - 4,247,670(indirect: See Footnote)
Common Stock
[F10] - 194,459(indirect: See Footnote)
Common Stock
[F11] - 1,960,337(indirect: See Footnote)
Common Stock
[F12]
Footnotes (12)
- [F1]Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates") to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F10]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. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of his pecuniary interest in such securities.
- [F11]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. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of his pecuniary interest in such securities.
- [F12]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. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of his pecuniary interest in such securities.
- [F2]The shares are held of record by 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 ("Tananbaum"), a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of his pecuniary interest in such securities.
- [F3]Represents shares received by Labs pursuant to pro rata distributions by Labs Affiliates, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.
- [F4]The shares are held of record by Labs. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs, except to the extent of his pecuniary interest in such securities.
- [F5]Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Labs to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.
- [F6]Represents shares received by TFL Investment Holdings, LLC ("TFL") pursuant to pro rata distributions by Labs, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act.
- [F7]The shares are held of record by TFL. Tananbaum is the manager of TFL, and James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust, of which Tananbaum is a trustee, is the sole member of TFL.
- [F8]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. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund V, except to the extent of his pecuniary interest in such securities.
- [F9]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. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of his pecuniary interest in such securities.
Signature
/s/ James B. Tananbaum|2026-04-03