Preferred investors in BillionToOne (NASDAQ: BLLN) report IPO share conversion
Rhea-AI Filing Summary
BillionToOne, Inc. (BLLN) insiders reported a large structural change in their holdings tied to the company’s initial public offering. Investment entities affiliated with Hummingbird funds and HB&Q NV converted multiple series of preferred stock into common stock on a one-for-one basis automatically immediately prior to the closing of BillionToOne’s IPO of Class A common stock, without any cash changing hands.
Immediately before the IPO, each share of common stock was then automatically reclassified into one share of Class A common stock under a Rule 16b-7–exempt reclassification. After these steps, the Hummingbird-affiliated entities reported Class A common stock positions, including 2,631,664 shares and 2,580,833 shares for certain funds. Humming Bird Ventures Management NV may be deemed to beneficially own shares held by the Hummingbird funds, while its partners, including Firat Ileri, Barend Van den Brande, and Lukas Decoster, disclaim beneficial ownership beyond their economic interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B-2 Convertible Preferred Stock | 640,727 | $0.00 | -- |
| Conversion | Series B-1 Convertible Preferred Stock | 18,845 | $0.00 | -- |
| Conversion | Series C Convertible Preferred Stock | 1,569,015 | $0.00 | -- |
| Conversion | Series D Convertible Preferred Stock | 446,103 | $0.00 | -- |
| Conversion | Series A-1 Convertible Preferred Stock | 20,000 | $0.00 | -- |
| Conversion | Series A-2 Convertible Preferred Stock | 33,000 | $0.00 | -- |
| Conversion | Series B-1 Convertible Preferred Stock | 2,261,377 | $0.00 | -- |
| Conversion | Series C Convertible Preferred Stock | 137,288 | $0.00 | -- |
| Conversion | Series A-6 Convertible Preferred Stock | 2,260,520 | $0.00 | -- |
| Conversion | Series B-2 Convertible Preferred Stock | 320,363 | $0.00 | -- |
| Conversion | Common Stock | 640,727 | $0.00 | -- |
| Conversion | Common Stock | 18,845 | $0.00 | -- |
| Conversion | Common Stock | 2,015,118 | $0.00 | -- |
| Conversion | Common Stock | 2,451,665 | $0.00 | -- |
| Conversion | Common Stock | 2,580,833 | $0.00 | -- |
| Other | Common Stock | 640,727 | $0.00 | -- |
| Other | Common Stock | 18,845 | $0.00 | -- |
| Other | Common Stock | 2,015,118 | $0.00 | -- |
| Other | Common Stock | 2,631,664 | $0.00 | -- |
| Other | Common Stock | 2,580,833 | $0.00 | -- |
| Other | Class A Common Stock | 640,727 | $0.00 | -- |
| Other | Class A Common Stock | 18,845 | $0.00 | -- |
| Other | Class A Common Stock | 2,015,118 | $0.00 | -- |
| Other | Class A Common Stock | 2,631,664 | $0.00 | -- |
| Other | Class A Common Stock | 2,580,833 | $0.00 | -- |
Footnotes (1)
- The total represents shares received upon conversion of shares of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series A-6 Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C Convertible Preferred Stock and/or Series D Convertible Preferred Stock. The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the Issuer's initial public offering of Class A common stock (the "Offering") without payment of further consideration. The shares have no expiration date. The reported security is directly held by HB&Q NV (HB&Q COMPARTMENT III). The reported security is directly held by Hummingbird Collective CommV. The reported security is directly held by Hummingbird Dragons CommV. The reported security is directly held by Hummingbird Opportunity Fund II CommV. The reported security is directly held by Hummingbird Ventures III CommV. Humming Bird Ventures Management NV is the managing member of Hummingbird Opportunity Fund II CommV, Hummingbird Ventures III CommV, Hummingbird Dragons CommV, Hummingbird Collective CommV, and HB&Q NV (HB&Q COMPARTMENT III) (the Hummingbird Funds) and, as a result, may be deemed to beneficially own shares held by the Hummingbird Funds. Mr. Ileri, Barend Van den Brande, and Lukas Decoster are partners of Hummingbird Ventures Management NV and may be deemed to have shared voting and investment power over the shares held by the Hummingbird Funds. The Reporting Persons disclaim beneficial ownership of these shares except to the extent of their pecuniary interests therein. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A common stock immediately prior to the completion of the Offering.
FAQ
What insider activity did BillionToOne (BLLN) disclose in this Form 4?
The filing shows that investment entities affiliated with the Hummingbird funds and HB&Q NV converted multiple series of preferred stock into BillionToOne common stock, which was then automatically reclassified into Class A common stock in connection with the company’s initial public offering.
Did the insiders pay anything to convert the BillionToOne preferred stock?
No. The footnotes state that the preferred stock converted into the issuer’s common stock without payment of further consideration, meaning there was no additional cash outlay required for the conversion.
What happened to BillionToOne common stock before the IPO?
Immediately prior to completion of the offering, each share of BillionToOne common stock was automatically reclassified into one share of Class A common stock under a reclassification that is described as exempt under Rule 16b-7.
Which entities now hold Class A common stock of BillionToOne (BLLN)?
Class A common shares are reported as held by entities including HB&Q NV (HB&Q COMPARTMENT III), Hummingbird Collective CommV, Hummingbird Dragons CommV, Hummingbird Opportunity Fund II CommV, and Hummingbird Ventures III CommV, with Humming Bird Ventures Management NV as managing member of these funds.