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

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.