0001104659-24-077875.txt : 20240703
0001104659-24-077875.hdr.sgml : 20240703
20240703213010
ACCESSION NUMBER: 0001104659-24-077875
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240701
FILED AS OF DATE: 20240703
DATE AS OF CHANGE: 20240703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tananbaum James B.
CENTRAL INDEX KEY: 0001581754
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42143
FILM NUMBER: 241101512
MAIL ADDRESS:
STREET 1: 3052 PACIFIC AVENUE
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94115
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALUMIS INC.
CENTRAL INDEX KEY: 0001847367
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 280 EAST GRAND AVENUE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 650-231-6625
MAIL ADDRESS:
STREET 1: 280 EAST GRAND AVENUE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
FORMER COMPANY:
FORMER CONFORMED NAME: ESKER THERAPEUTICS, INC.
DATE OF NAME CHANGE: 20230427
FORMER COMPANY:
FORMER CONFORMED NAME: FL2021-001, Inc.
DATE OF NAME CHANGE: 20210222
4
1
tm2418840-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-07-01
0
0001847367
ALUMIS INC.
ALMS
0001581754
Tananbaum James B.
900 LARKSPUR LANDING CIRCLE
SUITE 150
LARKSPUR
CA
94939
1
0
1
0
0
Common Stock
2024-07-01
4
C
0
1944577
0.00
A
1944577
I
See Footnote
Common Stock
2024-07-01
4
C
0
1122994
0.00
A
3067571
I
See Footnote
Common Stock
2024-07-01
4
C
0
560076
0.00
A
3627647
I
See Footnote
Common Stock
2024-07-01
4
C
0
622344
0.00
A
4249991
I
See Footnote
Common Stock
2024-07-01
4
C
0
1022398
0.00
A
5272389
I
See Footnote
Common Stock
2024-07-01
4
P
0
312500
16.00
A
5584889
I
See Footnote
Common Stock
2024-07-01
4
C
0
194459
0.00
A
194459
I
See Footnote
Common Stock
2024-07-01
4
C
0
481283
0.00
A
481283
I
See Footnote
Common Stock
2024-07-01
4
C
0
560076
0.00
A
1041359
I
See Footnote
Common Stock
2024-07-01
4
C
0
311172
0.00
A
1352531
I
See Footnote
Common Stock
2024-07-01
4
C
0
681598
0.00
A
2034129
I
See Footnote
Common Stock
2024-07-01
4
C
0
967567
0.00
A
967567
I
See Footnote
Common Stock
2024-07-01
4
C
0
311172
0.00
A
1278739
I
See Footnote
Common Stock
2024-07-01
4
C
0
681598
0.00
A
1960337
I
See Footnote
Common Stock
2024-07-01
4
C
0
311172
0.00
A
311172
I
See Footnote
Common Stock
2024-07-01
4
C
0
1703998
0.00
A
2015170
I
See Footnote
Common Stock
2024-07-01
4
P
0
2187500
16.00
A
4202670
I
See Footnote
Common Stock
1176470
I
See Footnote
Series Seed Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
1944577
0.00
D
Common Stock
1944577
0
I
See Footnote
Series Seed Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
194459
0.00
D
Common Stock
194459
0
I
See Footnote
Series A Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
1122994
0.00
D
Common Stock
1122994
0
I
See Footnote
Series A Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
481283
0.00
D
Common Stock
481283
0
I
See Footnote
Series B-1 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
560076
0.00
D
Common Stock
560076
0
I
See Footnote
Series B-1 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
560076
0.00
D
Common Stock
560076
0
I
See Footnote
Series B-1 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
967567
0.00
D
Common Stock
967567
0
I
See Footnote
Series B-2 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
622344
0.00
D
Common Stock
622344
0
I
See Footnote
Series B-2 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
311172
0.00
D
Common Stock
311172
0
I
See Footnote
Series B-2 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
311172
0.00
D
Common Stock
311172
0
I
See Footnote
Series B-2 Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
311172
0.00
D
Common Stock
311172
0
I
See Footnote
Series C Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
1022398
0.00
D
Common Stock
1022398
0
I
See Footnote
Series C Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
681598
0.00
D
Common Stock
681598
0
I
See Footnote
Series C Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
1703998
0.00
D
Common Stock
1703998
0
I
See Footnote
Series C Redeemable Convertible Preferred Stock
2024-07-01
4
C
0
681598
0.00
D
Common Stock
681598
0
I
See Footnote
Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.
The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.
The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities.
The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.
The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of such person's pecuniary interest in such securities.
The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Fund VI, except to the extent of such person's pecuniary interest in such securities.
The shares are held of record by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates"). Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities.
This Form 4 is one of three Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4s are Fund V, Opportunity Fund V, Labs Co-Invest, Fund VI, Labs Fund I, Labs Affiliates, FCM V, FCOM V, FCM VI, FLM I and Labs.
/s/ James B. Tananbaum
2024-07-03