Foresite funds realign Alumis (ALMS) stakes via in-kind distributions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ALUMIS INC. reported a Form 4 showing internal equity restructurings by entities associated with Foresite Capital and Foresite Labs, rather than open-market trading. On April 1, 2026, several J-code transactions moved blocks of common stock through pro rata, in-kind distributions for no cash consideration.
Labs Affiliates made in-kind distributions of shares to its members, including Foresite Labs, LLC, which then distributed shares on a pro rata basis to its own members, such as TFL Investment Holdings, LLC. Additional indirect holdings are reported for Foresite Capital Fund V, Opportunity Fund V, Fund VI, Labs Co-Invest V and Foresite Labs Fund I, all with voting and dispositive power described in the footnotes and subject to customary beneficial ownership disclaimers.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Foresite Capital Management VI LLC, Foresite Capital Management V, LLC, Foresite Capital Fund V, L.P., Foresite Capital Opportunity Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Fund VI LP, Labs Co-Invest V, LLC, Foresite Labs Management I, LLC, Foresite Labs Fund I, L.P.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 1,176,470 | $0.00 | -- |
| Other | Common Stock | 1,123,337 | $0.00 | -- |
| Other | Common Stock | 1,123,337 | $0.00 | -- |
| Other | Common Stock | 680,486 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, See Footnote)
Footnotes (1)
- Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates") to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held of record by 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. James B. Tananbaum ("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 disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities. Represents shares received by Labs pursuant to pro rata distributions by Labs Affiliates, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. The shares are held of record by Labs. 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 disclaims beneficial ownership of the shares held by Labs, except to the extent of such person's pecuniary interest in such securities. Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Labs to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. Represents shares received by TFL Investment Holdings, LLC ("TFL"). pursuant to pro rata distributions by Labs, for no consideration, to its members in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act. The shares are held of record by TFL. Tananbaum is the manager of TFL, and James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust, of which Tananbaum is a trustee, is the sole member of TFL. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. 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. 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 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. 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. 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. 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. 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.
Key Figures
J-code distribution block: 1,176,470 shares
Additional J-code distribution block: 1,123,337 shares
Third J-code distribution block: 680,486 shares
+5 more
8 metrics
J-code distribution block
1,176,470 shares
Common Stock, other acquisition or disposition on April 1, 2026
Additional J-code distribution block
1,123,337 shares
Common Stock, other acquisition or disposition on April 1, 2026
Third J-code distribution block
680,486 shares
Common Stock, other acquisition or disposition on April 1, 2026
Indirect holding position
5,702,536 shares
Common Stock indirectly held as of April 1, 2026
Indirect holding position
2,908,332 shares
Common Stock indirectly held as of April 1, 2026
Indirect holding position
4,247,670 shares
Common Stock indirectly held as of April 1, 2026
Indirect holding position
194,459 shares
Common Stock indirectly held as of April 1, 2026
Indirect holding position
1,960,337 shares
Common Stock indirectly held as of April 1, 2026
Key Terms
pro rata, in-kind distribution, Rules 16a-13 and/or 16a-9, beneficial ownership, voting and dispositive power, +1 more
5 terms
pro rata, in-kind distribution financial
"Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration by Foresite Labs Affiliates 2021, LLC"
Rules 16a-13 and/or 16a-9 regulatory
"in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act"
beneficial ownership financial
"disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and dispositive power financial
"may be deemed to have sole voting and dispositive power over such shares"
pecuniary interest financial
"except to the extent of such person's pecuniary interest in such securities"
FAQ
Were the Alumis (ALMS) Form 4 transactions open-market buys or sells?
No, the Form 4 describes J‑code transactions that are not open‑market trades. Footnotes state they are pro rata, in-kind distributions under Exchange Act Rules 16a‑13 and 16a‑9, with no additional consideration paid or received by the participating entities.
What does the J transaction code mean in the Alumis (ALMS) Form 4?
Code J represents “other acquisition or disposition” rather than a standard buy or sell. Here, it reflects pro rata, in-kind distributions among related entities, which the footnotes explain occurred without additional consideration and under specified Exchange Act rule exemptions.
How do the Alumis (ALMS) Form 4 footnotes describe beneficial ownership?
The footnotes state that voting and dispositive power resides with managing general partners or managing members, often linked to James B. Tananbaum. Each reporting person generally disclaims group status and beneficial ownership beyond any pecuniary interest in the respective entities’ Alumis shares.