BERNS PAUL L 4
Research Summary
AI-generated summary
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.