SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foresite Labs, LLC

(Last)

(First)

(Middle)

601 CALIFORNIA STREET

SUITE 600

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALUMIS INC. [ ALMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2024		C⁽¹⁾		1,944,577	A	$0.00	1,944,577	I	See Footnote⁽²⁾
Common Stock	07/01/2024		C⁽¹⁾		1,122,994	A	$0.00	3,067,571	I	See Footnote⁽²⁾
Common Stock	07/01/2024		C⁽¹⁾		560,076	A	$0.00	3,627,647	I	See Footnote⁽²⁾
Common Stock	07/01/2024		C⁽¹⁾		622,344	A	$0.00	4,249,991	I	See Footnote⁽²⁾
Common Stock	07/01/2024		C⁽¹⁾		1,022,398	A	$0.00	5,272,389	I	See Footnote⁽²⁾
Common Stock	07/01/2024		P		312,500	A	$16	5,584,889	I	See Footnote⁽²⁾
Common Stock	07/01/2024		C⁽¹⁾		194,459	A	$0.00	194,459	I	See Footnote⁽³⁾
Common Stock	07/01/2024		C⁽¹⁾		481,283	A	$0.00	481,283	I	See Footnote⁽⁴⁾
Common Stock	07/01/2024		C⁽¹⁾		560,076	A	$0.00	1,041,359	I	See Footnote⁽⁴⁾
Common Stock	07/01/2024		C⁽¹⁾		311,172	A	$0.00	1,352,531	I	See Footnote⁽⁴⁾
Common Stock	07/01/2024		C⁽¹⁾		681,598	A	$0.00	2,034,129	I	See Footnote⁽⁴⁾
Common Stock	07/01/2024		C⁽¹⁾		967,567	A	$0.00	967,567	I	See Footnote⁽⁵⁾
Common Stock	07/01/2024		C⁽¹⁾		311,172	A	$0.00	1,278,739	I	See Footnote⁽⁵⁾
Common Stock	07/01/2024		C⁽¹⁾		681,598	A	$0.00	1,960,337	I	See Footnote⁽⁵⁾
Common Stock	07/01/2024		C⁽¹⁾		311,172	A	$0.00	311,172	I	See Footnote⁽⁶⁾
Common Stock	07/01/2024		C⁽¹⁾		1,703,998	A	$0.00	2,015,170	I	See Footnote⁽⁶⁾
Common Stock	07/01/2024		P		2,187,500	A	$16	4,202,670	I	See Footnote⁽⁶⁾
Common Stock								1,176,470	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			1,944,577	⁽¹⁾	⁽¹⁾	Common Stock	1,944,577	$0.00	0	I	See Footnote⁽²⁾
Series Seed Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			194,459	⁽¹⁾	⁽¹⁾	Common Stock	194,459	$0.00	0	I	See Footnote⁽³⁾
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			1,122,994	⁽¹⁾	⁽¹⁾	Common Stock	1,122,994	$0.00	0	I	See Footnote⁽²⁾
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			481,283	⁽¹⁾	⁽¹⁾	Common Stock	481,283	$0.00	0	I	See Footnote⁽⁴⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			560,076	⁽¹⁾	⁽¹⁾	Common Stock	560,076	$0.00	0	I	See Footnote⁽²⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			560,076	⁽¹⁾	⁽¹⁾	Common Stock	560,076	$0.00	0	I	See Footnote⁽⁴⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			967,567	⁽¹⁾	⁽¹⁾	Common Stock	967,567	$0.00	0	I	See Footnote⁽⁵⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			622,344	⁽¹⁾	⁽¹⁾	Common Stock	622,344	$0.00	0	I	See Footnote⁽²⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			311,172	⁽¹⁾	⁽¹⁾	Common Stock	311,172	$0.00	0	I	See Footnote⁽⁴⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			311,172	⁽¹⁾	⁽¹⁾	Common Stock	311,172	$0.00	0	I	See Footnote⁽⁶⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			311,172	⁽¹⁾	⁽¹⁾	Common Stock	311,172	$0.00	0	I	See Footnote⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			1,022,398	⁽¹⁾	⁽¹⁾	Common Stock	1,022,398	$0.00	0	I	See Footnote⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			681,598	⁽¹⁾	⁽¹⁾	Common Stock	681,598	$0.00	0	I	See Footnote⁽⁴⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			1,703,998	⁽¹⁾	⁽¹⁾	Common Stock	1,703,998	$0.00	0	I	See Footnote⁽⁶⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	07/01/2024		C⁽¹⁾			681,598	⁽¹⁾	⁽¹⁾	Common Stock	681,598	$0.00	0	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Foresite Labs, LLC

(Last)

(First)

(Middle)

601 CALIFORNIA STREET

SUITE 600

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Foresite Labs Affiliates 2021, LLC

(Last)

(First)

(Middle)

601 CALIFORNIA STREET

SUITE 600

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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. Each of the Reporting Persons 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, other than Fund V, disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

3. 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. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Co-Invest, disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities.

4. 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. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Opportunity Fund V, disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.

5. 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. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Fund I, disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of such person's pecuniary interest in such securities.

6. 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. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Fund VI, disclaims beneficial ownership of the shares held by Fund VI, except to the extent of such person's pecuniary interest in such securities.

7. 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. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Lab Affiliates, disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities.

Remarks:

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 Tananbaum, Fund V, Opportunity Fund V, Labs Co-Invest, Fund VI, Labs Fund I, FCM V, FCOM V, FCM VI and FLM I.

	FORESITE LABS, LLC, By: /s/ James B. Tananbaum, Manager	07/03/2024
	FORESITE LABS AFFILIATES 2021, LLC, By: Foresite Labs, LLC, Its: Managing Member, By: /s/ James B. Tananbaum, Manager	07/03/2024
	** Signature of Reporting Person	Date
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