Vassallo Steven 4

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.