Form 4: ACELYRIN CEO's Equity Holdings Converted Following Merger with Alumis
Insider Transaction Report
ACELYRIN, Inc. Chief Executive Officer Mina Kim's beneficial ownership in the company has been fully converted into Alumis, Inc. equity following the completion of the merger on May 21, 2025.
Summary
- Mina Kim, Chief Executive Officer and Director of ACELYRIN, Inc., reported changes in her beneficial ownership of ACELYRIN securities due to the company's merger with Alumis, Inc.
- On May 21, 2025, ACELYRIN, Inc. merged with and into Alumis, Inc., with ACELYRIN surviving as a wholly-owned subsidiary of Alumis.
- At the effective time of the merger, each share of ACELYRIN common stock was converted into the right to receive 0.4814 shares of Alumis voting common stock.
- Mina Kim's 770,833 shares of ACELYRIN Common Stock were disposed of, resulting in 0 shares beneficially owned in ACELYRIN following the transaction.
- Outstanding and unvested Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PSUs) were assumed by Alumis and converted into Alumis RSU awards, with PSUs deemed earned at 100% of target.
- Outstanding and unexercised stock options with an exercise price of $18.00 or less were assumed by Alumis and converted into options to purchase Alumis common stock, with adjusted share counts and exercise prices based on the exchange ratio.
- Specifically, options to buy 1,195,856 shares (at $4.13), 190,114 shares (at $7.68), 85,226 shares (at $18.00), and 362,719 shares (at $5.8766) of ACELYRIN common stock were disposed of and converted into Alumis options.
- Mina Kim is no longer subject to Section 16 reporting obligations for ACELYRIN, Inc. as a result of the merger.
Sentiment
Score: 7
Explanation: The sentiment is positive as the filing confirms the successful completion of a merger, and the insider's equity holdings were converted into the acquiring company's shares and options, indicating a smooth transition of value.
Positives
- The merger allowed for the conversion of existing equity holdings (common stock, RSUs, PSUs, and stock options) into equity of the acquiring entity, Alumis, Inc., ensuring continuity of value for the reporting person.
- Performance-based restricted stock units (PSUs) were deemed earned at 100% of the target level of performance upon the merger, which is favorable for the recipient.
Negatives
- ACELYRIN, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Alumis, Inc.
Future Outlook
The document primarily reports on the completed merger and its impact on insider equity holdings, rather than providing forward-looking statements or guidance for the combined entity.
Industry Context
This filing reflects the completion of a significant corporate transaction (merger) within the biotechnology or pharmaceutical industry, leading to consolidation and changes in corporate structure.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director and Chief Executive Officer of ACELYRIN, Inc. | Mina Kim | N/A (role within public entity ceased) | 2025-05-21 | ACELYRIN, Inc. merged with and into Alumis, Inc., becoming a wholly-owned subsidiary, thus ceasing its independent public reporting status and the reporting person's Section 16 obligations related to ACELYRIN. |
Stakeholder Impact
- Shareholders of ACELYRIN, Inc. had their common stock converted into shares of Alumis, Inc. common stock at a specified exchange ratio.
- Employees of ACELYRIN, Inc. holding RSUs, PSUs, and stock options had their equity awards assumed and converted into equivalent awards of Alumis, Inc.
Next Steps
- The reporting person is no longer subject to Section 16 reporting obligations for ACELYRIN, Inc. as it is now a wholly-owned subsidiary.
Key Dates
| Date | Description |
|---|---|
| 2023-11-14 | Vesting date for a portion of employee stock options (1/4 of shares subject to option vested). |
| 2024-05-04 | Vesting date for a portion of employee stock options (1/4 of shares subject to option vested). |
| 2025-01-09 | Vesting date for a portion of employee stock options (1/4 of shares subject to option vested). |
| 2025-02-06 | Date ACELYRIN, Inc. entered into the Agreement and Plan of Merger with Alumis, Inc. and Arrow Merger Sub, Inc. |
| 2025-04-20 | Date the Merger Agreement was amended. |
| 2025-05-09 | Vesting date for a portion of employee stock options (1/4 of shares subject to option vested). |
| 2025-05-21 | Effective time of the merger between ACELYRIN, Inc. and Alumis, Inc.; Transaction Date for all reported security changes. |
| 2025-05-23 | Signature date of the Form 4 filing. |
| 2032-11-20 | Expiration date for certain employee stock options. |
| 2033-05-03 | Expiration date for certain employee stock options. |
| 2034-01-08 | Expiration date for certain employee stock options. |
| 2034-05-25 | Expiration date for certain employee stock options. |
Keywords
ACELYRIN, Alumis, Merger, Form 4, Insider Transaction, Beneficial Ownership, Stock Options, Restricted Stock Units, Performance Stock Units, Equity Conversion, Biotechnology, Pharmaceuticals
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