SCHEDULE 13D/A: Samuel H. Altman's Stake in Oklo Inc. Drops Below 5% Following Share Distribution
Beneficial Ownership Update
Samuel H. Altman and affiliated entities have reduced their beneficial ownership in Oklo Inc. to 4.8% of Class A Common Stock, triggering an amendment to their Schedule 13D filing.
Summary
- Samuel H. Altman and affiliated entities (Altman Holdco, LLC, Apollo Projects, L.P., and Samuel H. Altman Revocable Trust) now beneficially own an aggregate of 6,650,402 shares of Oklo Inc.'s Class A Common Stock.
- This represents approximately 4.8% of the outstanding Class A Common Stock, calculated based on 139,018,305 shares outstanding as of March 21, 2025.
- The change in ownership was primarily due to an in-kind distribution of 3,732,379 shares of Class A Common Stock by Hydrazine Capital II, L.P. on March 6, 2025.
- Of these distributed shares, 414,295 shares were received by Altman Holdco and 407 shares by the Samuel H. Altman Revocable Trust.
- As a result of these transactions, the Reporting Persons ceased to be beneficial owners of more than five percent of Oklo Inc.'s Class A Common Stock as of March 6, 2025.
Sentiment
Score: 4
Explanation: The filing indicates that Samuel H. Altman and affiliated entities have reduced their beneficial ownership in Oklo Inc. to below the 5% threshold, which could be perceived as a slight negative signal by the market, as it implies a reduced stake from a prominent investor.
Negatives
- The reporting persons, including Samuel H. Altman, ceased to be beneficial owners of more than 5% of Oklo Inc.'s Class A Common Stock as of March 6, 2025, which removes the requirement for ongoing detailed Schedule 13D filings and might be interpreted as a reduced level of active influence or conviction by a significant investor.
Future Outlook
Not applicable. This document is a factual report of a change in beneficial ownership and does not contain forward-looking statements or guidance.
Industry Context
Not applicable. This filing pertains to a specific change in beneficial ownership by a key investor and does not provide broader industry context or trends.
Related Party Transactions
- Hydrazine Capital II, L.P. made an in-kind distribution of 3,732,379 shares of Class A Common Stock, with 414,295 shares going to Altman Holdco and 407 shares to the Samuel H. Altman Revocable Trust. These entities are linked to Samuel H. Altman, who is the managing member of Hydrazine Capital II, L.P.'s general partner, indicating a related party transaction.
Stakeholder Impact
- Shareholders: The reduction in a significant investor's stake might lead to questions about the company's future prospects or the investor's long-term commitment, potentially influencing market sentiment and share price.
Key Dates
| Date | Description |
|---|---|
| December 23, 2024 | Date the original Schedule 13D was filed by the Reporting Persons. |
| March 6, 2025 | Date of the event which required the filing of this statement, specifically the in-kind distribution of shares and the cessation of beneficial ownership exceeding five percent. |
| March 21, 2025 | Date as of which 139,018,305 shares of Class A Common Stock were outstanding. |
| March 24, 2025 | Date Oklo Inc.'s annual report on Form 10-K was filed with the SEC, reporting the shares outstanding. |
| April 4, 2025 | Date the Amendment No. 1 to Schedule 13D was signed by Samuel H. Altman. |
Keywords
Oklo Inc., Samuel H. Altman, Schedule 13D, beneficial ownership, Class A Common Stock, share distribution, SEC filing, ownership change
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