Alamar Biosciences (NASDAQ: ALMR) holder buys and converts shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Alamar Biosciences, Inc. reported insider activity by entities affiliated with the Illumina Innovation Funds around its initial public offering. On April 20, 2026, these reporting persons completed an open‑market purchase of 235,294 shares of Common Stock at $17.00 per share, held indirectly, bringing one reported Common Stock position to 507,076 shares following the transaction.
At the same time, multiple convertible promissory notes and series of Preferred Stock automatically converted into Class B Common Stock, and each share of Class B Common Stock was then reclassified into one share of Common Stock in connection with the IPO. These conversions and a related reclassification moved millions of shares from preferred and Class B instruments into Common Stock, leaving no remaining balance in the reported derivative securities.
The securities are held by Illumina Innovation Fund II, L.P. and Illumina Innovation Fund III, L.P., whose general partners and sole managing member, director Nicholas Naclerio, may be deemed to have voting and investment power but each disclaims beneficial ownership except to any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 235,294 shares ($3,999,998)
Net Buy
13 txns
Insider
Illumina Innovation Fund II GP, L.L.C., Illumina Innovation Fund II, L.P., Illumina Innovation Fund III GP, L.L.C., Illumina Innovation Fund III, L.P., Naclerio Nicholas
Role
null | null | null | null | null
Bought
235,294 shs ($4.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A-3 Preferred Stock | 3,194,377 | $0.00 | -- |
| Conversion | Series A-4 Preferred Stock | 2,862,507 | $0.00 | -- |
| Conversion | Series B Preferred Stock | 2,094,266 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 5,037,783 | $0.00 | -- |
| Conversion | Convertible Promissory Note | 0 | $0.00 | -- |
| Conversion | Convertible Promissory Note | 0 | $0.00 | -- |
| Conversion | Class B Common Stock | 4,588,364 | $0.00 | -- |
| Conversion | Class B Common Stock | 922,152 | $0.00 | -- |
| Other | Class B Common Stock | 5,510,516 | $0.00 | -- |
| Other | Common Stock | 5,510,516 | $0.00 | -- |
| Conversion | Common Stock | 346,020 | $0.00 | -- |
| Conversion | Common Stock | 271,782 | $0.00 | -- |
| Purchase | Common Stock | 235,294 | $17.00 | $4.00M |
Holdings After Transaction:
Series A-3 Preferred Stock — 0 shares (Indirect, See Footnote);
Series A-4 Preferred Stock — 0 shares (Indirect, See Footnote);
Series B Preferred Stock — 0 shares (Indirect, See Footnote);
Series C Preferred Stock — 0 shares (Indirect, See Footnote);
Convertible Promissory Note — 0 shares (Indirect, See Footnote);
Class B Common Stock — 4,588,364 shares (Indirect, See footnote);
Common Stock — 5,510,516 shares (Indirect, See footnote)
Footnotes (1)
- The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock on a 1-for-2.418 basis and have no expiration date. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer's Common Stock (the "IPO"). The securities are held by Illumina Innovation Fund II, L.P. ("IIF II"). Illumina Innovation Fund II GP, L.L.C. ("IIF II GP") is the general partner of IIF II. Nicholas Naclerio ("Mr. Naclerio"), a member of the Issuer's board of directors, is the sole managing member of IIF II GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF II. Each of IIF II GP and Mr. Naclerio disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein, if any. The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1-for-2.271 basis and has no expiration date. The Series B Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the IPO. Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO. Reflects a convertible note that is convertible into shares of Common Stock of the Issuer. The convertible note has a maturity date of July 8, 2027. The principal amount of the convertible note was automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to the initial public offering price of the Issuer's Common Stock multiplied by 0.85. The securities are held by Illumina Innovation Fund III, L.P. ("IIF III"). Illumina Innovation Fund III GP, L.L.C. ("IIF III GP") is the general partner of IIF III. Mr. Naclerio, a member of the Issuer's board of directors, is the sole managing member of IIF III GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF III. Each of IIF III GP and Mr. Naclerio disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any.
Key Figures
Open-market purchase: 235,294 shares at $17.00
Common Stock holding: 507,076 shares
Convertible note conversion: 271,782 shares
+5 more
8 metrics
Open-market purchase
235,294 shares at $17.00
Common Stock bought on April 20, 2026
Common Stock holding
507,076 shares
Indirect Common Stock held after purchase
Convertible note conversion
271,782 shares
Common Stock from convertible promissory note
Second note conversion
346,020 shares
Common Stock from additional convertible note
Class B to Common reclassification
5,510,516 shares
Class B Common reclassified into Common Stock
Series C Preferred converted
5,037,783 shares
Series C Preferred Stock converted into Class B Common
Series B Preferred converted
2,094,266 shares
Series B Preferred Stock converted into Class B Common
Series A-4 Preferred converted
2,862,507 shares
Series A-4 Preferred Stock converted into Class B Common
Key Terms
Convertible Promissory Note, Series C Preferred Stock, Series B Preferred Stock, Class B Common Stock, +2 more
6 terms
Convertible Promissory Note financial
"Reflects a convertible note that is convertible into shares of Common Stock of the Issuer."
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Series C Preferred Stock financial
"The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock on a 1-for-2.418 basis."
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
Series B Preferred Stock financial
"The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1-for-2.271 basis and has no expiration date."
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Class B Common Stock financial
"Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
initial public offering financial
"automatically converted into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer's Common Stock"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
maturity date financial
"The convertible note has a maturity date of July 8, 2027."
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
FAQ
What did Illumina Innovation Fund entities do in Alamar Biosciences (ALMR)?
Entities affiliated with the Illumina Innovation Funds reported insider activity in Alamar Biosciences, including an open-market purchase of 235,294 Common shares at $17.00 per share and large conversions of preferred stock and notes into Common Stock tied to the IPO.
What preferred and note securities converted in this Alamar Biosciences Form 4?
Series A-3, Series A-4, Series B and Series C Preferred Stock, as well as a convertible promissory note, automatically converted into Class B Common Stock and then into Common Stock. These conversions occurred in connection with the closing of Alamar Biosciences’ initial public offering.
Did this Alamar Biosciences (ALMR) Form 4 report any insider sales?
The Form 4 data show no insider sales of Alamar Biosciences Common Stock. Reported activity includes one open-market purchase, multiple derivative conversions of preferred stock and notes into Common Stock, and internal reclassification transactions related to the company’s initial public offering structure.
How did the IPO affect Alamar Biosciences preferred and Class B stock?
In connection with Alamar Biosciences’ IPO, several series of Preferred Stock automatically converted into Class B Common Stock using stated conversion ratios, and each Class B share was then reclassified into one share of Common Stock, leaving the reported preferred and note positions with zero remaining balances.