Alamar Biosciences (ALMR) director details Illumina fund-held stakes
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Alamar Biosciences director Nicholas Naclerio filed an initial Form 3 showing indirect interests in Illumina-affiliated investment funds that hold Alamar securities. The filing lists convertible promissory notes and multiple preferred stock series that are all convertible into Alamar equity.
The Series A-3, Series A-4 and Series C Preferred Stock are each convertible into Class B Common Stock on a 1-for-2.418 basis at the holder’s election and will automatically convert into common stock upon the closing of Alamar’s initial public offering. The Series B Preferred Stock converts into Class B Common Stock on a 1-for-2.271 basis with the same automatic IPO conversion feature.
The filing also describes a convertible note maturing on July 8, 2027, which will automatically convert, together with accrued interest, into common stock at a price equal to 85% of the IPO price. All securities are held by Illumina Innovation Fund II, L.P. and Illumina Innovation Fund III, L.P.; their general partners and Naclerio may be deemed to share voting and investment power but each disclaims beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Naclerio Nicholas
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A-3 Preferred Stock | -- | -- | -- |
| holding | Series A-4 Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series C Preferred Stock | -- | -- | -- |
| holding | Convertible Promissory Note | -- | -- | -- |
| holding | Convertible Promissory Note | -- | -- | -- |
Holdings After Transaction:
Series A-3 Preferred Stock — 1,321,082 shares (Indirect, See footnote);
Series A-4 Preferred Stock — 1,183,832 shares (Indirect, See footnote);
Series B Preferred Stock — 922,152 shares (Indirect, See footnote);
Series C Preferred Stock — 2,083,450 shares (Indirect, See footnote);
Convertible Promissory Note — 346,020 shares (Indirect, See footnote)
Footnotes (1)
- The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock on a 1-for-2.418 basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering pursuant to their terms. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock have no expiration date. The securities are held by Illumina Innovation Fund II, L.P. ("IIF II"). Illumina Innovation Fund II GP, L.L.C. ("IIF II GP") is the general partner of IIF II. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF II GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF II. Each of IIF II GP and the reporting person disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein, if any. The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1-for-2.271 basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering pursuant to their terms. The Series B Preferred Stock has no expiration date. Reflects a convertible note that is convertible into shares of common stock of the Issuer. The convertible note has a maturity date of July 8, 2027. The principal amount of the convertible note together with any accrued but unpaid interest will be automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering at a conversion price equal to the initial public offering price of the Issuer's common stock multiplied by 0.85. The securities are held by Illumina Innovation Fund III, L.P. ("IIF III"). Illumina Innovation Fund III GP, L.L.C. ("IIF II GP") is the general partner of IIF III. The reporting person, a member of the Issuer's board of directors, is the sole managing member of IIF III GP and may be deemed to have voting, investment and dispositive power with respect to the securities held by IIF III. Each of IIF III GP and the reporting person disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any.
Key Figures
Convertible note underlying shares (IIF II): 271,782 shares of Common Stock
Convertible note underlying shares (IIF III): 346,020 shares of Common Stock
Series C Preferred underlying shares: 2,083,450 shares of Class B Common Stock
+6 more
9 metrics
Convertible note underlying shares (IIF II)
271,782 shares of Common Stock
Indirect holding via Illumina Innovation Fund II, underlying a convertible promissory note
Convertible note underlying shares (IIF III)
346,020 shares of Common Stock
Indirect holding via Illumina Innovation Fund III, underlying a convertible promissory note
Series C Preferred underlying shares
2,083,450 shares of Class B Common Stock
Indirect holding, convertible on a 1-for-2.418 basis into Class B Common Stock
Series B Preferred underlying shares
922,152 shares of Class B Common Stock
Indirect holding, convertible on a 1-for-2.271 basis into Class B Common Stock
Series A-4 Preferred underlying shares
1,183,832 shares of Class B Common Stock
Indirect holding, convertible on a 1-for-2.418 basis into Class B Common Stock
Series A-3 Preferred underlying shares
1,321,082 shares of Class B Common Stock
Indirect holding, convertible on a 1-for-2.418 basis into Class B Common Stock
Preferred conversion ratio A-3/A-4/C
1-for-2.418
Conversion into Class B Common Stock at holder’s election and automatically at IPO
Preferred conversion ratio Series B
1-for-2.271
Conversion into Class B Common Stock at holder’s election and automatically at IPO
Convertible note IPO conversion price factor
0.85 × IPO price
Automatic conversion price for principal and accrued interest at Alamar’s IPO
Key Terms
Convertible Promissory Note, Series C Preferred Stock, Class B Common Stock, initial public offering, +2 more
6 terms
Convertible Promissory Note financial
"Reflects a convertible note that is convertible into shares of common stock of the Issuer."
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Series C Preferred Stock financial
"The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock are convertible into shares of Class B Common Stock"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
Class B Common Stock financial
"convertible into shares of Class B Common Stock on a 1-for-2.418 basis, at the holder's election"
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.
initial public offering financial
"will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering pursuant to their 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.
beneficial ownership financial
"disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interests financial
"except to the extent of their respective pecuniary interests therein, if any."
FAQ
What does Nicholas Naclerio’s Form 3 disclose for Alamar Biosciences (ALMR)?
The Form 3 shows director Nicholas Naclerio’s indirect interests in Alamar securities held by Illumina Innovation Fund II and III. These positions include convertible promissory notes and several preferred stock series that can convert into Alamar common or Class B Common Stock, especially around an initial public offering.
Which preferred stock series are reported in the Alamar Biosciences (ALMR) Form 3?
The filing lists Series A-3, Series A-4, Series B and Series C Preferred Stock. The Series A-3, A-4 and C shares convert into Class B Common Stock at a 1-for-2.418 ratio, while Series B converts at 1-for-2.271, with all automatically converting into common stock at Alamar’s initial public offering.
How does the convertible note in the Alamar Biosciences (ALMR) Form 3 convert?
The convertible promissory note converts into Alamar common stock at the company’s IPO. Principal and accrued interest automatically convert at a price equal to the IPO share price multiplied by 0.85, with a stated maturity date of July 8, 2027, if not earlier converted.
Who actually holds the Alamar Biosciences (ALMR) securities reported on this Form 3?
The securities are held by Illumina Innovation Fund II, L.P. and Illumina Innovation Fund III, L.P. Their respective general partners and Nicholas Naclerio may be deemed to share voting and investment power, but each disclaims beneficial ownership except for any pecuniary interest in those fund-held positions.
What triggers automatic conversion of Alamar Biosciences (ALMR) preferred stock and notes?
Automatic conversion occurs upon the closing of Alamar’s initial public offering. The preferred stock series convert into common stock pursuant to their terms, and the convertible note’s principal and accrued interest convert into common stock at 85% of the IPO price at that IPO-related trigger.