Benchmark Capital Management Co. VIII, L.L.C. 4
4 · Cerebras Systems Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) 10% Owner Benchmark Converts 15.08M Derivative Shares
What Happened
- Benchmark Capital Management Co. VIII, L.L.C. (a reported 10% owner through affiliated funds) converted a total of 15,075,337 derivative securities into Class B Common Stock on May 15, 2026. The conversion was recorded at $0.00 per share (no cash paid or received). The filing shows both "disposed" and "acquired" conversion entries that net to the same total amount, indicating internal reclassification among affiliated entities rather than an outright sale to third parties.
- Transaction code C (conversion of derivative security) is used. Footnote F1 explains that certain preferred shares automatically convert into Class B Common Stock; F2/F3 note the shares are held by various Benchmark funds with Benchmark Capital Management acting as general partner and potentially having voting/dispositive power. Footnote F4 describes Class B shares’ ability to convert to Class A on transfer.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19.
- Shares converted: 15,075,337 total (multiple line items showing 15,075,337 disposed and 15,075,337 acquired across affiliated entities).
- Price: $0.00 per share (conversion of derivative securities; no cash exchanged).
- Beneficial ownership after transaction: not specified in the excerpt; net effect in this filing appears to be internal reclassification among Benchmark-affiliated entities rather than a change in external ownership.
- Notable: Reporting person is an institutional 10% owner (via several funds), not an individual executive. This is one of two related Form 4s covering the same holdings.
- Filing timeliness: Form lists a filing date of May 19 for May 15 transactions (4 days later). Form 4s are generally required within 2 business days; review the full filing for any explanatory remarks or late-filing notation.
Context
- This was a conversion of derivative securities (not a market purchase or sale) and therefore does not necessarily signal a bullish or bearish view by Benchmark. For 10% owners and institutional holders, such conversions often reflect structural changes among affiliated funds or compliance with governing terms (e.g., automatic conversions of preferred into common), not open‑market trading.
Insider Transaction Report
Form 4
Transactions
- Conversion
Series A Preferred Stock
[F1][F2]2026-05-15−12,588,235→ 0 total(indirect: See Footnote)→ Class B Common Stock (12,588,235 underlying) - Conversion
Series B Preferred Stock
[F1][F2]2026-05-15−1,425,394→ 0 total(indirect: See Footnote)→ Class B Common Stock (1,425,394 underlying) - Conversion
Series C Preferred Stock
[F1][F2]2026-05-15−335,293→ 0 total(indirect: See Footnote)→ Class B Common Stock (335,293 underlying) - Conversion
Series D Preferred Stock
[F1][F2]2026-05-15−30,968→ 0 total(indirect: See Footnote)→ Class B Common Stock (30,968 underlying) - Conversion
Series E Preferred Stock
[F1][F2]2026-05-15−5,457→ 0 total(indirect: See Footnote)→ Class B Common Stock (5,457 underlying) - Conversion
Series G Preferred Stock
[F1][F3]2026-05-15−689,990→ 0 total(indirect: See Footnote)→ Class B Common Stock (689,990 underlying) - Conversion
Class B Common Stock
[F4][F2]2026-05-15+14,385,347→ 14,385,347 total(indirect: See Footnote)→ Class A Common Stock (14,385,347 underlying) - Conversion
Class B Common Stock
[F4][F3]2026-05-15+689,990→ 689,990 total(indirect: See Footnote)→ Class A Common Stock (689,990 underlying)
Footnotes (4)
- [F1]Each share of Series A, Series B, Series C, Series D, Series E and Series G Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date.
- [F2]The shares are held by Benchmark Capital Partners VIII, L.P. ("BCP VIII"), as nominee for itself, Benchmark Founders' Fund VIII, L.P. ("BFF VIII") and Benchmark Founders' Fund VIII-B, L.P. ("BFF VIII-B"). Benchmark Capital Management Co. VIII, L.L.C. ("BCMC VIII"), the general partner of each of BCP VIII, BFF VIII and BFF VIII-B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.
- [F3]The shares are held by Benchmark Capital Partners IX, L.P. ("BCP IX"), as nominee for itself, Benchmark Founders' Fund IX, L.P. ("BFF IX"), Benchmark Founders' Fund IX-A, L.P. ("BFF IX-A"), and Benchmark Founders' Fund IX-B, L.P. ("BFF IX-B"). Benchmark Capital Management Co. IX, L.L.C. ("BCMC IX"), the general partner of each of BCP IX, BFF IX, BFF IX-A and BFF IX-B, may be deemed to have sole voting and dispositive power over such shares. Each such entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such entity's pecuniary interest in such securities.
- [F4]Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.