Cerebras Systems Inc.·4

May 19, 5:00 PM ET

Benchmark Capital Management Co. VIII, L.L.C. 4

Research Summary

AI-generated summary

Updated

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.