Foundation 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 Converts 15.3M Derivative Shares
What Happened
- Foundation Capital Management Co. VIII, L.L.C. (the reporting 10% owner/manager for affiliated funds) converted a total of 15,302,343 derivative securities into common shares of Cerebras Systems (CBRS) on May 15, 2026. The filing shows multiple conversion line items that together disposed of 15,302,343 derivative shares and acquired 15,302,343 common shares. No per-share price or cash consideration is reported (N/A).
- This was a conversion of derivative securities (not an open-market buy or sell). Per the filing footnote, these conversions relate to convertible preferred/reclassification activity tied to the company’s IPO structure (see Footnote F1). There was no immediate cash sale — the holder exchanged derivative/preferred instruments for common stock.
Key Details
- Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely).
- Instrument/action: Conversion of derivative securities (Form 4 code C); total converted/acquired = 15,302,343 shares; price reported as N/A.
- Shares owned after transaction: The filing reports the conversion into common shares; the specific aggregated post-transaction beneficial ownership total across the affiliated funds is not summarized in the excerpt — see the full filing for post-transaction holdings.
- Notable footnotes:
- F1: Conversion/reclassification tied to IPO structure — redeemable convertible preferred stock converted to Class B common; Class B is convertible into Class A at holder’s option.
- F2–F4: The converted securities are held by Foundation-related funds (e.g., FC8, FC8P, FCL2). Foundation Capital Management Co. VIII, L.L.C. (FCM8) is the manager/general partner and may be deemed to have indirect beneficial ownership; FCM8 disclaims beneficial ownership except to the extent of its pecuniary interest.
- Filing timeliness: Filed within the Form 4 reporting window (reported May 15, filed May 19).
Context
- For retail investors: this is institutional conversion activity tied to capital structure changes (IPO-related reclassification), not a management sale or purchase that signals an executive’s view of the stock. Conversions change the form of holdings (derivative/preferred → common) and may increase the float of common shares.
- Because no cash transaction or market sale occurred and the action reflects a structural conversion, it should be interpreted differently from open-market buys/sells; check the full Form 4 for details on which Foundation funds received the shares and for any post-conversion ownership totals.
Insider Transaction Report
Form 4
Transactions
- Conversion
Series A Preferred Stock
[F1][F2]2026-05-15−12,322,821→ 0 total(indirect: By Foundation)→ Class B Common Stock (12,322,821 underlying) - Conversion
Series A Preferred Stock
[F1][F3]2026-05-15−265,414→ 0 total(indirect: By LLC)→ Class B Common Stock (265,414 underlying) - Conversion
Series B Preferred Stock
[F1][F2]2026-05-15−1,395,341→ 0 total(indirect: By Foundation)→ Class B Common Stock (1,395,341 underlying) - Conversion
Series B Preferred Stock
[F1][F3]2026-05-15−30,053→ 0 total(indirect: By LLC)→ Class B Common Stock (30,053 underlying) - Conversion
Series C Preferred Stock
[F1][F2]2026-05-15−109,409→ 0 total(indirect: By Foundation)→ Class B Common Stock (109,409 underlying) - Conversion
Series C Preferred Stock
[F1][F3]2026-05-15−2,356→ 0 total(indirect: By LLC)→ Class B Common Stock (2,356 underlying) - Conversion
Series D Preferred Stock
[F1][F2]2026-05-15−30,315→ 0 total(indirect: By Foundation)→ Class B Common Stock (30,315 underlying) - Conversion
Series D Preferred Stock
[F1][F3]2026-05-15−653→ 0 total(indirect: By LLC)→ Class B Common Stock (653 underlying) - Conversion
Series E Preferred Stock
[F1][F2]2026-05-15−53,419→ 0 total(indirect: By Foundation)→ Class B Common Stock (53,419 underlying) - Conversion
Series E Preferred Stock
[F1][F3]2026-05-15−1,151→ 0 total(indirect: By LLC)→ Class B Common Stock (1,151 underlying) - Conversion
Series E Preferred Stock
[F1][F4]2026-05-15−1,091,411→ 0 total(indirect: By Foundation)→ Class B Common Stock (1,091,411 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-05-15+13,911,305→ 13,911,305 total(indirect: By Foundation)→ Class A Common Stock (13,911,305 underlying) - Conversion
Class B Common Stock
[F1][F3]2026-05-15+299,627→ 299,627 total(indirect: By LLC)→ Class A Common Stock (299,627 underlying) - Conversion
Class B Common Stock
[F1][F4]2026-05-15+1,091,411→ 1,091,411 total(indirect: By Foundation)→ Class A Common Stock (1,091,411 underlying)
Footnotes (4)
- [F1]Immediately prior to the closing of the Issuer's initial public offering, each share of the Issuer's redeemable convertible preferred stock automatically converted and was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
- [F2]These securities are owned by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") serves as the sole general partner of FC8 and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8, and may be deemed to have indirect beneficial ownership of the shares held by FC8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F3]These securities are owned by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). FCM8 serves as the sole manager of FC8P and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8P, and may be deemed to have indirect beneficial ownership of the shares held by FC8P. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F4]These securities are owned by Foundation Capital Leadership Fund II, L.P. ("FCL2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCL2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCL2, and may be deemed to have indirect beneficial ownership of the shares held by FCL2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.