Benchmark funds convert 2,527,646 Cerebras shares
Cerebras Systems Inc. reported that affiliated Benchmark AI Infrastructure funds converted derivative securities as part of its initial public offering.
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Form Type
4
Rhea-AI Filing Summary
Cerebras Systems Inc. reported that affiliated Benchmark AI Infrastructure funds converted derivative securities as part of its initial public offering. The funds converted 2,527,646 shares of Series H Preferred Stock into 2,527,646 shares of Class B Common Stock, then reported a corresponding derivative conversion into Class A Common Stock. These holdings are reported as indirect, with Benchmark AI Infrastructure Management Co., L.L.C. as general partner potentially having voting and dispositive power, and each entity disclaiming beneficial ownership beyond its pecuniary interest. No open-market buy or sell transactions occurred in this filing.
Insider Trade Summary
5,055,292 shares exercised/converted
Exercise
2 txns
Insider
Benchmark AI Infrastructure Management Co., L.L.C., Benchmark AI Infrastructure Fund, L.P., Benchmark AI Infrastructure Fund B, L.P.
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series H Preferred Stock | 2,527,646 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 2,527,646 | $0.00 | $0.00 |
Holdings After Transaction:
Series H Preferred Stock — 0 contracts (Indirect, See Footnote);
Class B Common Stock — 2,527,646 contracts (Indirect, See Footnote)
Footnotes (3)
- F1. Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms and has no expiration date.
- F2. The shares are held by Benchmark AI Infrastructure Fund, L.P. ("AI Infrastructure"), as nominee for itself and Benchmark AI Infrastructure Fund B, L.P. ("AI Infrastructure B"). Benchmark AI Infrastructure Management Co., L.L.C. ("AI Infrastructure MC"), the general partner of each of AI Infrastructure and AI Infrastructure B, may be deemed to have sole voting and dispositive power over such shares. Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities.
- F3. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
Key Figures
Series H conversion: 2,527,646 shares
Class B to Class A underlying: 2,527,646 shares
Exercise price: $0.0000 per share
+2 more
5 metrics
Series H conversion
2,527,646 shares
Series H Preferred Stock converted into Class B Common Stock
Class B to Class A underlying
2,527,646 shares
Underlying Class A Common Stock in Class B conversion
Exercise price
$0.0000 per share
Conversion price for derivative securities
Shares after Class B transaction
2,527,646 shares
Total Class B derivative shares following conversion entry
Series H balance after conversion
0 shares
Series H Preferred Stock remaining after automatic IPO conversion
Key Terms
Series H Preferred Stock, Class B Common Stock, Class A Common Stock, initial public offering, +1 more
5 terms
Series H Preferred Stock financial
"Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering"
Series H preferred stock is a specific class of a company’s preferred shares that gives holders priority over common shareholders for dividends and claims on assets, often with fixed or contractually defined payments and sometimes special conversion or redemption terms. Think of it like a reserved seat with guaranteed perks — investors care because it changes the income predictability, downside protection, and potential ownership influence compared with common stock, which affects valuation and risk.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A 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.
Class A Common Stock financial
"Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
initial public offering financial
"Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of the Issuer's initial public offering pursuant to its terms"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
pecuniary interest financial
"Each entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such entity's pecuniary interest in such securities."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Cerebras Systems (CBRS) report for Benchmark AI funds?
Cerebras Systems reported that Benchmark AI Infrastructure funds converted 2,527,646 shares of Series H Preferred Stock into 2,527,646 shares of Class B Common Stock, followed by a related derivative conversion into Class A Common Stock, all as indirect holdings with no open-market trades.
How did Cerebras Systems’ IPO affect the Series H Preferred Stock held by Benchmark AI funds?
Each share of Series H Preferred Stock automatically converted into one share of Class B Common Stock upon completion of Cerebras Systems’ initial public offering, pursuant to its terms. After this automatic conversion, the Form 4 shows zero Series H Preferred shares remaining outstanding for the reporting entities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
