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Foresite expands Alumis (ALMS) position to 14.1% in Schedule 13D/A

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(Moderate)
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(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Foresite Capital entities and James B. Tananbaum have updated their disclosure of ownership in Alumis Inc. common stock in this Amendment No. 3 to Schedule 13D. The filing shows that Tananbaum is deemed to beneficially own 16,189,804 shares, or 14.1% of Alumis’s common stock, through a network of Foresite funds and affiliated LLCs.

The amendment reflects dilution from Alumis issuing additional shares and new purchases, including participation in the July 2024 IPO at $16.00 per share, multiple open-market purchases in 2025, and a follow-on offering on January 8, 2026 where Fund V and Opportunity Fund V bought shares at $17.00 per share. The reporting persons state they hold the position for investment purposes and may buy more, hold, sell, or distribute shares depending on market conditions and their assessment of Alumis’s business.

Positive

  • None.

Negative

  • None.





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 4,247,670 shares, except that Foresite Capital Management VI, LLC ("FCM VI"), the general partner of Foresite Capital Fund VI LP ("Fund VI"), may be deemed to have sole power to vote these shares, and James B. Tananbaum ("Tananbaum"), the managing member of FCM VI, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 4,247,670 shares, except that FCM VI, the general partner of Fund VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of Alumis, Inc. (the "Issuer") outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 4,247,670 shares, all of which are directly owned by Fund VI. FCM VI, the general partner of Fund VI, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 4,247,670 shares, all of which are directly owned by Fund VI. FCM VI, the general partner of Fund VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 5,702,536 shares, except that Foresite Capital Management V, LLC ("FCM V"), the general partner of Foresite Capital Fund V, L.P. ("Fund V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 5,702,536 shares, except that FCM V, the general partner of Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 194,459 shares, except that FCM V, the managing member of Labs Co-Invest V, LLC ("Labs Co-Invest"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 194,459 shares, except that FCM V, the managing member of Labs Co-Invest, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 5,896,995 shares, of which 5,702,536 shares are directly owned by Fund V and 194,459 shares are directly owned by Labs Co-Invest. FCM V, the general partner of Fund V and the managing member of Labs Co-Invest, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 5,896,995 shares, of which 5,702,536 shares are directly owned by Fund V and 194,459 shares are directly owned by Labs Co-Invest. FCM V, the general partner of Fund V and the managing member of Labs Co-Invest, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 2,908,332 shares, except that Foresite Capital Opportunity Management V, LLC ("FCOM V"), the general partner of Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 2,908,332 shares, except that FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 2,908,332 shares, all of which are directly owned by Opportunity Fund V. FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 2,908,332 shares, all of which are directly owned by Opportunity Fund V. FCOM V, the general partner of Opportunity Fund V, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCOM V, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,960,337 shares, except that Foresite Labs Management I, LLC ("FLM I"), the general partner of Foresite Labs Fund I, L.P. ("Labs Fund I"), may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 1,960,337 shares, except that FLM I, the general partner of Labs Fund I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,960,337 shares, all of which are directly owned by Labs Fund I. FLM I, the general partner of Labs Fund I, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 1,960,337 shares, all of which are directly owned by Labs Fund I. FLM I, the general partner of Labs Fund I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FLM I, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,176,470 shares, except that Foresite Labs, LLC ("Labs"), the managing member of Foresite Labs Affiliates 2021, LLC ("Labs Affiliates"), may be deemed to have sole power to vote these shares, and Tananbaum, a manager of Labs, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 1,176,470 shares, except that Labs, the managing member of Labs Affiliates, may be deemed to have sole power to dispose of these shares, and Tananbaum, a manager of Labs, may be deemed to have sole power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 1,176,470 shares, all of which are directly owned by Labs Affiliates. Labs, the managing member of Labs Affiliates, may be deemed to have sole power to vote these shares, and Tananbaum, a manager of Labs, may be deemed to have shared power to vote these shares. Note to row 8: See response to row 7. Note to Row 9: 1,176,470 shares, all of which are directly owned by Labs Affiliates. Labs, the managing member of Labs Affiliates, may be deemed to have sole power to dispose of these shares, and Tananbaum, a manager of Labs, may be deemed to have shared power to dispose of these shares. Note to Row 10: See response to row 9. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 7: 15,013,334 shares, of which 4,247,670 shares are directly owned by Fund VI, 5,702,536 shares are directly owned by Fund V, 194,459 shares are directly owned by Labs Co-Invest, 2,908,332 shares are directly owned by Opportunity Fund V, and 1,960,337 shares are directly owned by Labs Fund I. Tananbaum is the managing member of each of FCM VI, which is the general partner of Fund VI; FCM V, which is the general partner of Fund V and the managing member of Labs Co-Invest; FCOM V, which is the general partner of Opportunity Fund V; and FLM I, which is the general partner of Labs Fund I. Tananbaum may be deemed to have sole power to vote the shares directly owned by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V and Labs Fund I. Note to row 8: 1,176,470 shares, all of which are directly owned by Labs Affiliates. Labs, the managing member of Labs Affiliates, may be deemed to have sole power to vote these shares, and Tananbaum, a manager of Labs, may be deemed to have shared power to vote these shares. Note to Row 9: 15,013,334 shares, of which 4,247,670 shares are directly owned by Fund VI, 5,702,536 shares are directly owned by Fund V, 194,459 shares are directly owned by Labs Co-Invest, 2,908,332 shares are directly owned by Opportunity Fund V, and 1,960,337 shares are directly owned by Labs Fund I. Tananbaum is the managing member of each of FCM VI, which is the general partner of Fund VI; FCM V, which is the general partner of Fund V and the managing member of Labs Co-Invest; FCOM V, which is the general partner of Opportunity Fund V; and FLM I, which is the general partner of Labs Fund I. Tananbaum may be deemed to have sole power to dispose of the shares directly owned by Fund VI, Fund V, Labs Co-Invest, Opportunity Fund V and Labs Fund I. Note to Row 10: 1,176,470 shares, all of which are directly owned by Labs Affiliates. Labs, the managing member of Labs Affiliates, may be deemed to have sole power to dispose of these shares, and Tananbaum, a manager of Labs, may be deemed to have shared power to dispose of these shares. Note to Row 13: This percentage is calculated based upon 114,824,231 shares of common stock of the Issuer outstanding as of January 8, 2026, as set forth in the Issuer's Form 424B5 filed with the Securities Exchange Commission on January 8, 2026.


SCHEDULE 13D


Foresite Capital Fund VI LP
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:01/12/2026
Foresite Capital Management VI, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:01/12/2026
Foresite Capital Fund V, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:01/12/2026
Labs Co-Invest V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:01/12/2026
Foresite Capital Management V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:01/12/2026
Foresite Capital Opportunity Fund V, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:01/12/2026
Foresite Capital Opportunity Management V, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:01/12/2026
Foresite Labs Fund I, L.P.
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the General Partner
Date:01/12/2026
Foresite Labs Management I, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member
Date:01/12/2026
Foresite Labs Affiliates 2021, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Managing Member of the Manager
Date:01/12/2026
Foresite Labs, LLC
Signature:/s/ James B. Tananbaum
Name/Title:James Tananbaum, Manager
Date:01/12/2026
James B. Tananbaum
Signature:/s/ James B. Tananbaum
Name/Title:James B. Tananbaum
Date:01/12/2026

FAQ

How much of Alumis (ALMS) stock does James B. Tananbaum report owning?

James B. Tananbaum reports beneficial ownership of 16,189,804 shares of Alumis common stock, representing 14.1% of the outstanding shares, through various Foresite funds and affiliated entities.

Which Foresite funds are reporting Alumis (ALMS) ownership in this Schedule 13D/A?

The filing covers Foresite Capital Fund VI, L.P., Foresite Capital Fund V, L.P., Labs Co-Invest V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Labs Fund I, L.P., Foresite Labs Affiliates 2021, LLC, and their related management LLCs, together with James B. Tananbaum.

What triggered this Amendment No. 3 to the Alumis (ALMS) Schedule 13D?

The amendment is being filed to update the aggregate ownership percentage after dilution from Alumis issuing additional common stock and to reflect new acquisitions of common stock by Fund V and Opportunity Fund V.

At what prices did the Foresite funds buy Alumis (ALMS) shares in the IPO and follow-on offering?

In the initial public offering, Fund V bought 312,500 shares and Fund VI bought 2,187,500 shares at $16.00 per share. In the January 8, 2026 follow-on offering, Fund V bought 117,647 shares and Opportunity Fund V bought 294,117 shares at $17.00 per share.

What open-market purchases of Alumis (ALMS) stock are disclosed by Foresite funds?

Disclosed open-market buys include Fund VI purchases of 25,000 shares at $4.62 per share and 20,000 shares at $4.34 per share in May 2025, and Opportunity Fund V purchases in November 2025 such as 50,000 shares at $5.60, 150,000 shares at $5.59, 117,374 shares at $6.19, 190,500 shares at $6.56, and 72,212 shares at $7.38 per share.

What is the stated purpose of Foresite’s investment in Alumis (ALMS)?

The reporting persons state they hold Alumis securities for investment purposes. They may acquire additional shares, retain, sell, or distribute shares based on factors such as Alumis’s business and financial condition, the stock price, general market conditions, and alternative opportunities.

Are there any notable agreements affecting Foresite’s Alumis (ALMS) shares?

Yes. The filing references an Amended and Restated Investors' Rights Agreement granting registration rights, and lock-up agreements tied to the IPO and the January 2026 follow-on offering, under which certain Foresite entities and James B. Tananbaum agreed to restrictions on selling or transferring Alumis securities for specified periods.

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