BERNS PAUL L 4
4 · Kardigan, Inc. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
Kardigan (KARD) 10% Owner Paul Berns Converts Preferred to Common
What Happened
- Paul L. Berns, listed as a 10% owner (associated with ARCH Venture Fund XIII), reported multiple conversions of derivative securities tied to the issuer’s preferred stock into common stock effective June 17, 2026. The filing shows an acquisition of 13,792,035 common shares via conversion and an award/grant of 20,706 restricted stock units (RSUs) at $0.00. The filing also reports termination/disposition of derivative positions totaling 8,658,988 shares (these entries reflect conversion/settlement of derivative securities).
- The preferred securities automatically converted into common shares on a 1.5928-for-1 basis upon effectiveness of the company’s Form S-1 for its IPO on June 17, 2026, and the conversion occurred without payment of consideration (see footnote F1). The RSUs vest in full on June 17, 2028, subject to continued service (see footnote F3).
Key Details
- Transaction date: June 17, 2026 (Form 4 filed June 22, 2026 — filing is late).
- Reported movements: +13,792,035 common shares acquired by conversion; +20,706 RSUs granted at $0.00; derivative positions of 8,658,988 shares shown as disposed/converted.
- Prices: conversions show N/A (automatic conversion); RSU grant reported at $0.00.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Relevant footnotes: F1 (automatic conversion of Preferred to Common at 1.5928:1 upon S-1 effectiveness); F2 (securities are directly held by ARCH Venture Fund XIII; Paul Berns is an AVP XIII LLC investment committee member and may be deemed to share voting/disposition power; entities disclaim beneficial ownership except pecuniary interest); F3 (RSUs vest 6/17/2028).
- Timeliness: Filing was late (reported transaction on 6/17, Form 4 filed 6/22). Late Form 4s can draw SEC attention and should be monitored for updates/amendments.
Context
- These entries reflect automatic conversion of institutional preferred stock into common shares as part of Kardigan’s IPO mechanics, not an open-market purchase or a voluntary sale by Berns. The RSU grant is a contingent award that vests in 2028 and is not an immediate share transfer.
- As a reported 10% owner and an investment-committee member of the managing entity for ARCH Venture Fund XIII, Berns’ report largely reflects entity-level holdings and conversion events rather than an individual executive buying or selling stock.
Insider Transaction Report
Form 4
Kardigan, Inc.KARD
BERNS PAUL L
Director10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-06-17+13,792,035→ 13,792,035 total(indirect: By ARCH Venture Fund XIII, L.P.) - Award
Common Stock
[F3]2026-06-17+20,706→ 20,706 total - Conversion
Series A Preferred Stock
[F1][F2]2026-06-17−5,148,587→ 0 total(indirect: By ARCH Venture Fund XIII, L.P.)→ Common Stock (8,200,669 underlying) - Conversion
Series B Preferred Stock
[F1][F2]2026-06-17−1,204,000→ 0 total(indirect: By ARCH Venture Fund XIII, L.P.)→ Common Stock (1,917,731 underlying) - Conversion
Series B-1 Preferred Stock
[F1][F2]2026-06-17−2,306,401→ 0 total(indirect: By ARCH Venture Fund XIII, L.P.)→ Common Stock (3,673,635 underlying)
Footnotes (3)
- [F1]Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") automatically converted into the number of shares shown in Column 7 on a 1.5928 for 1 basis upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering on June 17, 2026 and without payment of consideration. The Preferred Stock had no expiration date.
- [F2]These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
- [F3]Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on June 17, 2028, subject to the Reporting Person's continuous service as of the applicable vesting date.
Signature
/s/ John B. Moriarty, Jr., Attorney-in-Fact|2026-06-22