Naclerio Nicholas 4
4 · Alamar Biosciences, Inc. · Filed Apr 20, 2026
Research Summary
AI-generated summary of this filing
Alamar (ALMR) Director Nicholas Naclerio Buys 235,294 Shares
What Happened
- Director Nicholas Naclerio made a notable open‑market/private purchase of 235,294 shares of Alamar Biosciences (ALMR) on April 20, 2026 at $17.00 per share for a total of $3,999,998. The Form 4 also reports multiple conversions and internal reclassifications of derivative securities (preferred shares and a convertible note) into common stock related to the company’s IPO, plus small equity awards (RSUs).
- Many conversions and transfers are reported at $0 (derivative conversions or reclassifications) — these reflect the automatic conversion of various series of preferred stock and a convertible note into common stock in connection with the IPO (see footnotes for conversion ratios and mechanics), not cash sales.
Key Details
- Transaction dates: reports dated April 20, 2026 (also a grant dated April 16, 2026 for RSUs).
- Cash purchase: 235,294 shares at $17.00 each = $3,999,998 total (code P).
- Grants/awards: 5,686 shares (Apr 20, 2026) and 25,599 RSU-equivalent derivative award (Apr 16, 2026); RSU vesting schedules noted in footnotes (one‑third annually or monthly thereafter).
- Large derivative conversions: multiple conversions reported (millions of shares) at $0 reflecting automatic IPO conversions of Series A‑3, A‑4, B and C preferred and a convertible note; some J‑coded entries show equal dispositions/acquisitions (internal reclassifications).
- Shares owned after transactions: not specified in the provided summary of the filing.
- Institutional/indirect holdings: some securities are held by Illumina Innovation Fund II and III; Naclerio is sole managing member of the GPs and may be deemed to have certain powers but disclaims direct beneficial ownership except for any pecuniary interest (footnotes F2, F6).
- Filing timeliness: Form filed April 20, 2026 reporting activity through April 16–20, 2026; no late‑filing indication presented.
Context
- The zero‑dollar entries are derivative conversions tied to the IPO (automatic conversion of preferred shares and conversion of a convertible note at an IPO-related price adjustment), not market sales. These routine corporate restructurings can create large share count entries without cash changing hands.
- The $4.0M open‑market/private purchase is a straightforward cash acquisition by the director and is the clearest market signal in this filing.
- Footnotes of interest: conversion ratios (A‑3/A‑4/C = 1:2.418; B = 1:2.271), convertible note conversion at IPO price × 0.85, Class B reclassified to common pre‑IPO, and RSU vesting schedules.
Insider Transaction Report
Form 4
Naclerio Nicholas
10% Owner
Transactions
- Conversion
Class B Common Stock
[F1][F2]2026-04-20+4,588,364→ 4,588,364 total(indirect: See footnote) - Conversion
Class B Common Stock
[F3][F2]2026-04-20+922,152→ 5,510,516 total(indirect: See footnote) - Other
Class B Common Stock
[F4][F2]2026-04-20−5,510,516→ 0 total(indirect: See footnote) - Other
Common Stock
[F4][F2]2026-04-20+5,510,516→ 5,510,516 total(indirect: See footnote) - Conversion
Common Stock
[F5][F2]2026-04-20+346,020→ 5,856,536 total(indirect: See footnote) - Conversion
Common Stock
[F5][F6]2026-04-20+271,782→ 271,782 total(indirect: See footnote) - Purchase
Common Stock
[F6]2026-04-20$17.00/sh+235,294$3,999,998→ 507,076 total(indirect: See footnote) - Award
Common Stock
[F7]2026-04-20+5,686→ 5,686 total - Award
Stock Option (Right to Buy)
[F8]2026-04-16+25,599→ 25,599 totalExercise: $17.00Exp: 2036-04-15→ Common Stock (25,599 underlying) - Conversion
Series A-3 Preferred Stock
[F1][F2]2026-04-20−3,194,377→ 0 total(indirect: See footnote)→ Class B Common Stock (1,321,082 underlying) - Conversion
Series A-4 Preferred Stock
[F1][F2]2026-04-20−2,862,507→ 0 total(indirect: See footnote)→ Class B Common Stock (1,183,832 underlying) - Conversion
Series B Preferred Stock
[F3][F2]2026-04-20−2,094,266→ 0 total(indirect: See footnote)→ Class B Common Stock (922,152 underlying) - Conversion
Series C Preferred Stock
[F1][F2]2026-04-20−5,037,783→ 0 total(indirect: See footnote)→ Class B Common Stock (2,083,450 underlying) - Conversion
Convertible Promissory Note
[F5][F2]2026-04-20→ 0 total(indirect: See footnote)→ Common Stock (346,020 underlying) - Conversion
Convertible Promissory Note
[F5][F6]2026-04-20→ 0 total(indirect: See footnote)→ Common Stock (271,782 underlying)
Footnotes (8)
- [F1]The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock on a 1:2.418 basis and have no expiration date. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer's Common Stock (the "IPO").
- [F2]The securities are held by Illumina Innovation Fund II, L.P. ("IIF II"). Illumina Innovation Fund II GP, L.L.C. ("IIF II GP") is the general partner of IIF II. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF II GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF II. Each of IIF II GP and the reporting person disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein, if any.
- [F3]The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1:2.271 basis and has no expiration date. The Series B Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the IPO.
- [F4]Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO.
- [F5]Reflects a convertible note that is convertible into shares of Common Stock of the Issuer. The convertible note has a maturity date of July 8, 2027. The principal amount of the convertible note was automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to the initial public offering price of the Issuer's Common Stock multiplied by 0.85.
- [F6]The securities are held by Illumina Innovation Fund III, L.P. ("IIF III"). Illumina Innovation Fund III GP, L.L.C. ("IIF II GP") is the general partner of IIF III. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF III GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF III. Each of IIF III GP and the reporting person disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any.
- [F7]Represents the grant of restricted stock units ("RSUs"). The RSUs vest 1/3rd on each of April 20, 2027, April 20, 2028 and April 20, 2029, subject to the reporting person's continuous service as of each such vesting date.
- [F8]One-third of the shares subject to the grant will vest on April 16, 2027 and the remainder of the shares subject to the grant will vest in equal monthly installments thereafter through April 16, 2029, subject to the reporting person's continuous service through each such vesting date.
Signature
/s/ Timothy White, Attorney-in-Fact|2026-04-20