Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Alumis Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
022307102
(CUSIP Number)
July 1, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 9
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,826,048
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,826,048
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,048
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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venBio Global Strategic GP IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,826,048
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,826,048
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,048
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Robert Adelman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,82
6,048
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,826,048
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,048
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 5 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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Corey Goodman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,826,048
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,826,048
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,048
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 6 of 11 Pages
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Item 1(a). Name of Issuer
Alumis Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices
280 East Grand Avenue, South San Francisco, CA 94080
Item 2(a). Names of Persons Filing
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
| i. |
venBio Global Strategic Fund IV, L.P. (“Fund IV”);
|
| ii. |
venBio Global Strategic GP IV, LLC (“General Partner IV”);
|
| iii. |
Robert Adelman (“Mr. Adelman”); and
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| iv. |
Corey Goodman (“Mr. Goodman”).
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This Statement relates to Shares (as defined herein) directly beneficially owned by Fund IV. General Partner IV is the sole general partner of Fund IV. Mr. Adelman and Mr.
Goodman are members of General Partner IV. Accordingly, each of General Partner IV, Mr. Adelman and Mr. Goodman may be deemed to indirectly beneficially own the Shares reported herein.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.
Item 2(c). Citizenship
Fund IV is a Delaware limited partnership. General Partner IV is a Delaware limited liability company. Each of Mr. Adelman and Mr. Goodman is a citizen of the United States of
America.
Item 2(d). Title of Class of Securities
Common Stock, $0.0001 par value per share (the “Shares”)
Item 2(e). CUSIP Number
022307102
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 7 of 11 Pages
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Item 4. Ownership
Item 4(a). Amount Beneficially Owned
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 2,826,048 Shares.
Item 4(b). Percent of Class
The percentages set forth in row 11 are based on 44,659,821 Shares expected to be outstanding immediately after the Issuer’s initial public offering, which closed on July 1,
2024, as reported in the Issuer’s prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 28, 2024.
Item 4(c). Number of shares as to which such person has:
| (i) |
sole power to vote or to direct the vote: See Line 5 of cover sheets.
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| (ii) |
shared power to vote or to direct the vote: See Line 6 of cover sheets.
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| (iii) |
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
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| (iv) |
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
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Each Reporting Person disclaims beneficial ownership of such securities except for the Shares, if any, such Reporting Person holds of record.
Item 5. Ownership of Five Percent or Less of a Class
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group
This Item 9 is not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a
nomination under § 240.14a-11.
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 8 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: July 11, 2024
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VENBIO GLOBAL STRATEGIC FUND IV, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP IV, LLC
General Partner
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By:
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*
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Title:
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Member
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By:
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*
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Title:
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Member
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VENBIO GLOBAL STRATEGIC GP IV, LLC
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By:
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*
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Title:
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Member
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By:
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*
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Title:
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Member
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*
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Corey Goodman
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*
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Robert Adelman
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By:
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/s/ David Pezeshki
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David Pezeshki
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As attorney-in-fact
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This Schedule 13G was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 9 of 11 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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Joint Filing Agreement
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10
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Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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11
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 10 of 11 Pages
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Alumis Inc. dated as of July 11, 2024 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Dated: July 11, 2024
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VENBIO GLOBAL STRATEGIC FUND IV, L.P.
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By:
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VENBIO GLOBAL STRATEGIC GP IV, LLC
General Partner
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By:
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*
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Title:
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Member
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By:
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*
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Title:
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Member
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VENBIO GLOBAL STRATEGIC GP IV, LLC
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By:
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*
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Title:
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Member
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By:
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*
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Title:
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Member
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*
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Corey Goodman
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*
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Robert Adelman
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By:
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/s/ David Pezeshki
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David Pezeshki
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|||
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As attorney-in-fact
|
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This Agreement was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
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SCHEDULE 13G
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CUSIP No. 022307102
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Page 11 of 11 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki his true and lawful attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer, member or manager of
any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 2017.
|
/s/ Robert Adelman
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Robert Adelman
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/s/ Corey Goodman
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Corey Goodman
|