Foresite entities move ALUMIS (ALMS) shares in pro rata in-kind distributions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ALUMIS INC. insider filing shows internal share transfers among Foresite-affiliated entities, not market trades. Foresite Labs Affiliates 2021, LLC and Foresite Labs, LLC reported Form 4 transactions coded "J" in Common Stock on April 1, 2026, described as other acquisitions or dispositions.
Footnotes explain these were pro rata, in-kind distributions without additional consideration under Exchange Act Rules 16a-13 and 16a-9, rather than purchases or sales. Shares were distributed between entities such as Foresite Labs Affiliates 2021, LLC, Foresite Labs, LLC, and TFL Investment Holdings, LLC, with various Foresite funds and co-invest vehicles holding record ownership.
The reporting persons and related entities note that voting and dispositive power over the shares may be attributed to managing LLCs and to James B. Tananbaum in his roles, while explicitly disclaiming group status and beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Foresite Labs, LLC, Foresite Labs Affiliates 2021, LLC
Role
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. 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. 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 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 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 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 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 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
Restructuring share volume: 4,103,630 shares
Pro rata distribution from Labs Affiliates: 1,176,470 shares
Pro rata distribution from Labs: 1,123,337 shares
+3 more
6 metrics
Restructuring share volume
4,103,630 shares
Total shares in restructuring transactions coded J
Pro rata distribution from Labs Affiliates
1,176,470 shares
Common Stock distributed in-kind by Foresite Labs Affiliates 2021, LLC
Pro rata distribution from Labs
1,123,337 shares
Common Stock distributed in-kind by Foresite Labs, LLC in one leg
Additional Labs distribution leg
1,123,337 shares
Second restructuring leg coded J in Common Stock
TFL Investment Holdings receipt
680,486 shares
Common Stock received via pro rata distribution from Labs
Indirect holding entry
5,702,536 shares
One reported indirect Common Stock holding after transactions
Key Terms
pro rata, in-kind distribution, Rules 16a-13 and 16a-9, voting and dispositive power, beneficial ownership, +2 more
6 terms
pro rata, in-kind distribution financial
"Represents a pro rata, in-kind distribution, and not a purchase or sale, without additional consideration..."
Rules 16a-13 and 16a-9 regulatory
"in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Exchange Act"
voting and dispositive power financial
"may be deemed to have sole voting and dispositive power over such shares"
beneficial ownership financial
"disclaims beneficial ownership of these securities, 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.
pecuniary interest financial
"except to the extent of such person's pecuniary interest therein, if any"
group regulatory
"disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act"
FAQ
What did Foresite entities report in the ALUMIS (ALMS) Form 4 filing?
The filing reports internal transfers of ALUMIS common stock among Foresite-affiliated entities. These are coded as "J" other transactions and described as pro rata, in-kind distributions, not open-market purchases or sales, and occurred on April 1, 2026.
Were the ALUMIS (ALMS) Form 4 transactions by Foresite purchases or sales?
No, the transactions are explicitly described as pro rata, in-kind distributions without additional consideration. Footnotes state they are not purchases or sales, but internal reallocations qualifying under Exchange Act Rules 16a-13 and 16a-9 among related investment entities.
What does transaction code "J" mean in the ALUMIS (ALMS) Form 4?
Code "J" indicates "other acquisition or disposition" of securities. In this case, the filing clarifies these are pro rata, in-kind distributions among related entities under Exchange Act exemptions, rather than standard market buys, sells, gifts, or tax-withholding events.