Naclerio Nicholas 4

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.