Kardigan (KARD) director Paul Berns details options, warrants and preferred stakes
Rhea-AI Filing Summary
Kardigan, Inc. director and 10% owner Paul L. Berns filed an initial ownership report detailing his derivative interests in the company. Most of these positions are held indirectly through ARCH Venture Fund XIII, L.P., with additional stock options held directly.
The filing lists a warrant over 876,040 shares of common stock with a $13.42 exercise price and preferred stock series (A, B and B‑1) that are convertible into common shares on a 1.5928-for-1 basis and will automatically convert upon effectiveness of Kardigan’s Form S-1 for its initial public offering. Berns also holds stock options over 33,289 and 80,224 common shares at exercise prices of $14.71 and $8.00, which vest over time and expire in 2036 and 2035, respectively.
Positive
- None.
Negative
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Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
BERNS PAUL L
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series B-1 Preferred Stock | -- | -- | -- |
| holding | Warrant (right to buy) | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 113,513 shares (Direct);
Series A Preferred Stock — 8,200,669 shares (Indirect, By ARCH Venture Fund XIII, L.P.);
Series B Preferred Stock — 1,917,731 shares (Indirect, By ARCH Venture Fund XIII, L.P.);
Series B-1 Preferred Stock — 3,673,635 shares (Indirect, By ARCH Venture Fund XIII, L.P.);
Warrant (right to buy) — 876,040 shares (Indirect, By ARCH Venture Fund XIII, L.P.)
Footnotes (5)
- F1. The shares subject to this option shall vest and become exercisable in three (3) equal annual installments commencing from June 6, 2024, subject to the Reporting Person's continued service on each such vesting date.
- F2. The shares subject to this option shall vest and become exercisable on February 9, 2027, subject to the Reporting Person's continued service on such vesting date.
- F3. Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 1.5928 for 1 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering and without payment of consideration. The Preferred Stock has no expiration date.
- F4. These securities are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Paul Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
- F5. The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds.
Key Figures
Warrant underlying shares: 876,040 shares
Series A Preferred underlying: 8,200,669 shares
Series B-1 Preferred underlying: 3,673,635 shares
+5 more
8 metrics
Warrant underlying shares
876,040 shares
Common stock underlying warrant at $13.42 exercise price
Series A Preferred underlying
8,200,669 shares
Common stock underlying Series A Preferred, convertible 1.5928-for-1
Series B-1 Preferred underlying
3,673,635 shares
Common stock underlying Series B-1 Preferred, 1.5928-for-1 conversion
Series B Preferred underlying
1,917,731 shares
Common stock underlying Series B Preferred, 1.5928-for-1 conversion
Stock option at $14.71
33,289 shares
Common stock underlying option expiring February 10, 2036
Stock option at $8.00
80,224 shares
Common stock underlying option expiring March 19, 2035
Preferred conversion ratio
1.5928-for-1
Series A, B and B-1 Preferred into common stock
Option full vesting date
February 9, 2027
Second option grant vests if service continues
Key Terms
Series A Preferred Stock, warrant, vesting, Form S-1, +2 more
6 terms
Series A Preferred Stock financial
"Each share of Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock..."
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
warrant financial
"The shares subject to this warrant shall become exercisable upon achievement of certain Issuer market valuation thresholds."
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
vesting financial
"The shares subject to this option shall vest and become exercisable in three (3) equal annual installments..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form S-1 regulatory
"upon the effectiveness of the Issuer's registration statement on Form S-1 relating to its initial public offering..."
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.
initial public offering financial
"relating to its initial public offering and without payment of consideration."
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
"disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Kardigan (KARD) director Paul L. Berns report in this Form 3?
Paul L. Berns reported his initial derivative holdings in Kardigan, Inc., including indirect positions via ARCH Venture Fund XIII and direct stock options. The filing establishes his starting ownership as a director and 10% owner without showing any new purchases or sales.
How much Kardigan (KARD) exposure is held through preferred stock and what is the conversion?
Berns reported Series A, B and B-1 Preferred Stock indirectly held through ARCH Venture Fund XIII, L.P. Each preferred share is convertible into common stock on a 1.5928-for-1 basis. These preferred shares are designed to automatically convert upon effectiveness of Kardigan’s Form S-1.
What warrant position linked to Kardigan (KARD) common stock is disclosed?
The filing shows a warrant, held indirectly through ARCH Venture Fund XIII, covering 876,040 shares of Kardigan common stock at a $13.42 exercise price. This warrant becomes exercisable upon achievement of specified market valuation thresholds and is scheduled to expire on September 4, 2035.
What stock options in Kardigan (KARD) does Paul L. Berns directly hold?
Berns holds two direct stock option positions: 33,289 underlying shares at a $14.71 exercise price expiring February 10, 2036, and 80,224 underlying shares at an $8.00 exercise price expiring March 19, 2035. These options vest over time based on continued service.
When do Kardigan (KARD) stock options reported by Berns vest?
One option grant vests in three equal annual installments starting June 6, 2024, subject to continued service. Another option grant vests fully on February 9, 2027, also conditioned on continued service in his role with Kardigan, Inc. through that date.
How is ownership of Kardigan (KARD) securities attributed among ARCH entities?
The securities are directly held by ARCH Venture Fund XIII, L.P. Related ARCH entities and investment committee members may be deemed to share voting and disposition power, but each disclaims beneficial ownership beyond any pecuniary interest. Berns’ indirect positions reflect this ARCH structure.