4//SEC Filing
Machado Patrick 4
Accession 0001415889-25-014422
CIK 0001847367other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 4:05 PM ET
Size
18.7 KB
Accession
0001415889-25-014422
Insider Transaction Report
Form 4
ALUMIS INC.ALMS
Machado Clarence Patrick
Director
Transactions
- Award
Common Stock
2025-05-21+7,064→ 7,064 total(indirect: By Trust) - Award
Stock Option (Right to Buy)
2025-05-21+44,364→ 44,364 totalExercise: $9.26Exp: 2034-06-06→ Class A Common Stock (44,364 underlying) - Award
Stock Option (Right to Buy)
2025-05-21+41,499→ 41,499 totalExercise: $12.21Exp: 2032-11-20→ Class A Common Stock (41,499 underlying) - Award
Stock Option (Right to Buy)
2025-05-21+19,528→ 19,528 totalExercise: $1.60Exp: 2031-07-25→ Class A Common Stock (19,528 underlying) - Award
Stock Option (Right to Buy)
2025-05-21+11,189→ 11,189 totalExercise: $37.39Exp: 2033-05-03→ Class A Common Stock (11,189 underlying) - Award
Stock Option (Right to Buy)
2025-05-21+13,804→ 13,804 totalExercise: $12.21Exp: 2032-11-20→ Class A Common Stock (13,804 underlying)
Footnotes (9)
- [F1]On February 6, 2025, the Issuer entered into an Agreement and Plan of Merger (as amended on April 20, 2025, the "Merger Agreement") with ACELYRIN, Inc., a Delaware corporation ("ACELYRIN"), and Arrow Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on May 21, 2025, Merger Sub merged with and into ACELYRIN (the "Merger"), with ACELYRIN surviving as a wholly owned subsidiary of Issuer. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of ACELYRIN issued and outstanding was converted into the right to receive 0.4814 (the "Exchange Ratio") shares of voting common stock of Issuer, par value $0.0001 per share, and cash in lieu of any fractional shares.
- [F2]Shares held directly by Patrick Machado Revocable Trust, Patrick Machado, TEE, for which the Reporting Person serves as trustee.
- [F3]Received in the Merger in exchange for an employee stock option to acquire 92,158 shares of ACELYRIN common stock for $4.46 per share.
- [F4]Pursuant to the Merger Agreement, at the Effective Time each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per share exercise price of $18.00 or less was assumed by Issuer and converted into an option to purchase a number of shares of Issuer Common Stock equal to (i) the number of shares subject to the option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, which stock option shall have an exercise price equal to (i) the per share exercise price for shares subject to the corresponding ACELYRIN stock option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent.
- [F5]Stock Option is fully vested and exercisable.
- [F6]Received in the Merger in exchange for an employee stock option to acquire 23,243 shares of ACELYRIN common stock for $18.00 per share.
- [F7]Received in the Merger in exchange for an employee stock option to acquire 86,206 shares of ACELYRIN common stock for $5.8766 per share.
- [F8]Received in the Merger in exchange for an employee stock option to acquire 28,675 shares of ACELYRIN common stock for $5.8766 per share.
- [F9]Received in the Merger in exchange for an employee stock option to acquire 40,567 shares of ACELYRIN common stock for $0.7683 per share.
Documents
Issuer
ALUMIS INC.
CIK 0001847367
Entity typeother
Related Parties
1- filerCIK 0001311210
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 4:05 PM ET
- Size
- 18.7 KB