Director at Alamar Biosciences (NASDAQ: ALMR) buys 235K shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Alamar Biosciences director Nicholas Naclerio reported multiple equity-related transactions. An entity associated with him purchased 235,294 shares of Common Stock at $17.00 per share, increasing indirect ownership. He also received 5,686 restricted stock units that vest in three equal installments on April 20, 2027, April 20, 2028 and April 20, 2029, contingent on continued service.
In addition, he was granted a stock option for 25,599 shares at an exercise price of $17.00 per share, vesting from April 16, 2027 through April 16, 2029 and expiring on April 15, 2036. Several series of Preferred Stock and a convertible promissory note held by Illumina Innovation Fund entities automatically converted into Class B Common Stock, which was then reclassified into Common Stock in connection with the company’s IPO, with Naclerio disclaiming beneficial ownership except for his pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 235,294 shares ($3,999,998)
Net Buy
15 txns
Insider
Naclerio Nicholas
Role
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 |
| Grant/Award | Common Stock | 5,686 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 25,599 | $0.00 | -- |
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);
Common Stock — 5,686 shares (Direct, null);
Stock Option (Right to Buy) — 25,599 shares (Direct, null)
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 1:2.418 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. The reporting person, 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 the reporting person 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 1:2.271 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 II GP") is the general partner of IIF III. The reporting person, 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 the reporting person disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any. Represents the grant of restricted stock units ("RSUs"). The RSUs vest 1/3rd on each of April 20, 2027, April 20, 2028 and April 20, 2029, subject to the reporting person's continuous service as of each such vesting date. One-third of the shares subject to the grant will vest on April 16, 2027 and the remainder of the shares subject to the grant will vest in equal monthly installments thereafter through April 16, 2029, subject to the reporting person's continuous service through each such vesting date.
Key Figures
Open-market purchase: 235,294 shares at $17.00
RSU grant: 5,686 RSUs
Stock option grant: 25,599 shares at $17.00
+3 more
6 metrics
Open-market purchase
235,294 shares at $17.00
Common Stock bought indirectly on April 20, 2026
RSU grant
5,686 RSUs
Vest in three tranches on April 20, 2027-2029
Stock option grant
25,599 shares at $17.00
Option vests from April 16, 2027 to April 16, 2029; expires April 15, 2036
Series A-3/A-4/C conversion ratio
1:2.418
Preferred Stock to Class B Common Stock; automatic at IPO closing
Series B conversion ratio
1:2.271
Series B Preferred to Class B Common Stock; automatic at IPO closing
Convertible note maturity
July 8, 2027
Convertible promissory note; principal converted at IPO price × 0.85
Key Terms
restricted stock units ("RSUs"), Convertible Promissory Note, Class B Common Stock, Series C Preferred Stock, +2 more
6 terms
restricted stock units ("RSUs") financial
"Represents the grant of restricted stock units ("RSUs"). The RSUs vest 1/3rd on each of April 20, 2027"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
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.
Class B Common Stock financial
"Each share of Class B Common Stock was reclassified into one share of Common Stock"
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.
Series C Preferred Stock financial
"The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible"
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.
Illumina Innovation Fund II, L.P. financial
"The securities are held by Illumina Innovation Fund II, L.P. ("IIF II")."
Illumina Innovation Fund III, L.P. financial
"The securities are held by Illumina Innovation Fund III, L.P. ("IIF III")."
FAQ
What did Alamar Biosciences (ALMR) director Nicholas Naclerio buy in this Form 4?
An entity associated with Nicholas Naclerio purchased 235,294 shares of Alamar Biosciences Common Stock at $17.00 per share. This open-market transaction increased his indirect equity exposure, as reflected in his reported holdings after the transaction date.
What equity awards did Nicholas Naclerio receive from Alamar Biosciences (ALMR)?
He received 5,686 restricted stock units that vest in three equal tranches on April 20, 2027, April 20, 2028 and April 20, 2029. These awards are subject to his continuous service with Alamar Biosciences through each vesting date.
What stock options were granted to Nicholas Naclerio by Alamar Biosciences (ALMR)?
He was granted a stock option covering 25,599 shares of Common Stock with a $17.00 exercise price. One-third vests on April 16, 2027, and the remaining shares vest in equal monthly installments through April 16, 2029, expiring on April 15, 2036.
How did Alamar Biosciences (ALMR) preferred stock convert in connection with the IPO?
Series A-3, A-4 and C Preferred Stock automatically converted into Class B Common Stock at a 1:2.418 ratio, and Series B Preferred Stock converted at 1:2.271. Each Class B share was then reclassified into one Common Stock share immediately before completion of the IPO.
What happened to the Alamar Biosciences (ALMR) convertible promissory note mentioned in the filing?
A convertible promissory note held by an Illumina Innovation Fund entity converted into Common Stock upon the IPO closing. The principal converted at a price equal to the IPO price of Alamar’s Common Stock multiplied by 0.85, with the note’s stated maturity date on July 8, 2027.