ALUMIS INC.
5.00%
4,801,370
1847367
022307102
May 20, 2025
May 23, 2025, 08:49 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Samsara BioCapital, L.P. | Partnership | 5.00% | 4,801,370 | 0 | 4,801,370 |
| Samsara BioCapital GP, LLC | Other | 5.00% | 4,801,370 | 0 | 4,801,370 |
| Srinivas Akkaraju | Individual | 5.00% | 4,801,370 | 0 | 4,801,370 |
Disclosure Items (4)
Common Stock, $0.0001 par value per share
ALUMIS INC.
280 East Grand Avenue, South San Francisco, CA, 94080
Item 3 of the Statement is hereby amended and supplemented as follows: On May 2, 2025, Samsara LP purchased 159,920 shares of common stock in open market transactions at prices ranging from $3.97 to $4.84 per share (a weighted-average price of $4.55 per share). On May 5, 2025, Samsara LP purchased (i) 138,368 shares of common stock in open market transactions at prices ranging from $4.19 to $5.1899 per share (a weighted-average price of $4.58 per share) and (ii) 22,002 shares of common stock in open market transactions at prices ranging from $5.19 to $5.48 per share (a weighted-average price of $5.27 per share). All purchases of the securities described above were for cash and were funded by working capital of Samsara LP. On May 21, 2025 (the "Closing Date"), pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2025 and April 21, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, ACELYRIN, Inc. ("ACELYRIN"), and Arrow Merger Sub, Inc., a direct wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into ACELYRIN, with ACELYRIN continuing as the surviving corporation and as a wholly owned subsidiary of the Issuer (the "Merger"). Prior to the completion of the Merger, Samsara LP owned 2,523,022 shares of ACELYRIN common stock. As a result of the Merger and upon the Closing, among other things, each share of ACELYRIN common stock issued and outstanding as of immediately prior to the Closing was exchanged for the right to receive the number of shares of common stock of the Issuer equal to the exchange ratio of 0.4814. In the Closing, Samsara LP received 1,214,582 shares of common stock of the Issuer in exchange for its shares of ACELYRIN common stock.
Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon an estimated 95,819,723 shares of common stock outstanding as of May 21, 2025, as reported by the Issuer to the Reporting Persons. The Reporting Persons' ownership of the Issuer's securities consists of 4,801,370 shares of common stock directly held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP.
Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
Not applicable.
Exhibit 99.1 Joint Filing Agreement