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