Vassallo Steven 4
4 · Cerebras Systems Inc. · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Cerebras (CBRS) Director Steven Vassallo Acquires 15.3M Shares
What Happened
- Steven P. Vassallo, a director of Cerebras Systems (CBRS) and a manager of certain Foundation Capital entities, reported conversions of derivative securities into 15,302,343 shares of Class B common stock on 2026-05-15. Several prior derivative positions (totaling an equivalent number of underlying shares) were converted/disposed and reclassified into Class B common stock. No purchase price is reported because these were conversions/reclassifications in connection with the issuer's IPO and were exempt under Rule 16b-7.
Key Details
- Transaction date: 2026-05-15 (filed 2026-05-15).
- Transaction type: Conversion of derivative securities (code C) — derivative reclassification, price N/A.
- Shares acquired: 15,302,343 Class B common shares (net acquired via conversion).
- Shares held after transaction: 1,091,411 shares held by Foundation Leadership Fund; 299,627 by Foundation Capital VIII Principals; 13,911,305 by Foundation Capital VIII — total 15,302,343 Class B shares.
- Notable footnotes: (1) Preferred shares automatically converted and were reclassified into Class B common stock in an exempt Rule 16b-7 transaction at IPO; (2) Each Class B share is convertible into one Class A share at the holder's option; (3) Vassallo is a manager of the Foundation Capital entities and may be deemed to beneficially own the reported shares but disclaims beneficial ownership except to the extent of his pecuniary interest.
Context
- This was not an open-market buy or sale but a corporate reclassification tied to the company’s IPO—common when preferred stock converts to common stock. Such conversions don't indicate a typical "buy" or "sell" by the insider and typically involve no cash changing hands. Because holdings are reported through institutional vehicles (Foundation Capital funds) that Vassallo manages, the filing reflects his potential indirect interest rather than a direct personal purchase.
Insider Transaction Report
Form 4
Vassallo Steven
Director
Transactions
- Conversion
Series A Preferred Stock
[F1][F2][F3][F4]2026-05-15−12,588,235→ 0 total(indirect: See footnotes:)→ Class B Common Stock (12,588,235 underlying) - Conversion
Series B Preferred Stock
[F1][F2][F3][F4]2026-05-15−1,425,394→ 0 total(indirect: See footnotes:)→ Class B Common Stock (1,425,394 underlying) - Conversion
Series C Preferred Stock
[F1][F2][F3][F4]2026-05-15−111,765→ 0 total(indirect: See footnotes:)→ Class B Common Stock (111,765 underlying) - Conversion
Series D Preferred Stock
[F1][F2][F3][F4]2026-05-15−30,968→ 0 total(indirect: See footnotes:)→ Class B Common Stock (30,968 underlying) - Conversion
Series E Preferred Stock
[F1][F2][F3][F4]2026-05-15−1,145,981→ 0 total(indirect: See footnotes)→ Class B Common Stock (1,145,981 underlying) - Conversion
Class B Common Stock
[F1][F4][F5]2026-05-15+15,302,343→ 15,302,343 total(indirect: See footnotes:)→ Class A Common Stock (15,302,343 underlying)
Footnotes (5)
- [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]Consists of (i) 1,091,411 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital Leadership Fund II, L.P. ("Foundation Leadership Fund"); (ii) 265,414 shares of Class B common stock underlying Series A Preferred Stock, 30,053 shares of Class B common stock underlying Series B Preferred Stock, 2,356 shares of Class B common stock underlying Series C Preferred Stock, 653 shares of Class B common stock underlying Series D Preferred Stock, and 1,151 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital VIII Principals Fund, LLC ("Foundation Capital VIII Principals");...(continued in footnote 3)
- [F3](continued from footnote 2)...and (iii) 12,322,821 shares of Class B common stock underlying Series A Preferred Stock, 1,395,341 shares of Class B common stock underlying Series B Preferred Stock, 109,409 shares of Class B common stock underlying Series C Preferred Stock, 30,315 shares of Class B common stock underlying Series D Preferred Stock, and 53,419 shares of Class B common stock underlying Series E Preferred Stock held by Foundation Capital VIII, L.P. ("Foundation Capital VIII," and together with Foundation Leadership Fund and Foundation Capital VIII Principals, "Foundation Capital").
- [F4]Foundation Capital Management Co. VIII, L.L.C. is the General Partner of Foundation Capital VIII and the Manager of Foundation Capital VIII Principals and has sole voting and investment power with respect to the securities held by Foundation Capital VIII and Foundation Capital Principals. Steven P. Vassallo is a Manager of Foundation Capital Management Co. VIII, L.L.C. and may be deemed to beneficially own such shares. Foundation Capital Management Co. LF II, L.L.C. is the General Partner of Foundation Capital Leadership Fund and has sole voting and investment power with respect to the securities held by Foundation Capital Leadership Fund. Mr. Vassallo is a Manager of Foundation Capital Management Co. LF II, L.L.C. and may be deemed to beneficially own such shares. Mr. Vassallo disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- [F5]Following the transactions reported herein, consists of (i) 1,091,411 shares of Class B common stock held by Foundation Leadership Fund, (ii) 299,627 shares of Class B common stock held by Foundation Capital VIII Principals, and (iii) 13,911,305 shares of Class B common stock held by Foundation Capital VIII.
Signature
/s/ Shirley Li, Attorney-in-Fact|2026-05-15