06/29/2026 | Press release | Distributed by Public on 06/29/2026 14:49
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 06/25/2026 | C | 10,079 | (1) | (1) | Class A Common Stock | 10,079 | (1) | 120,838 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Patel Yagnesh C/O CEREBRAS SYSTEMS INC. 1237 E. ARQUES AVENUE SUNNYVALE, CA 94085 |
Chief Accounting Officer | |||
| /s/ Robert Mills, Attorney-in-fact | 06/29/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Class B Common Stock is convertible into an equal number of Class A Common Stock at any time, at the Reporting Person's election, and has no expiration date. |
| (2) | These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of restricted stock units, resulting in the automatic conversion of the shares into Class A Common Stock immediately prior to execution of the sale. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The Reporting Person is subject to a lock-up agreement that that was entered into with underwriters in connection with the Issuer's initial public offering and expires on the earlier of (i) 6:00 a.m. Eastern Time on the second trading day following the Issuer's release of earnings for the quarter ending September 30, 2026 or (ii) November 9, 2026. The sale of shares is a permissible exemption under the terms of the lock-up agreement. |
| (3) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $162.34 to $163.08, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (4) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $163.82 to $164.60, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (5) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $165.47 to $166.30, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (6) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.61 to $167.10, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (7) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.63 to $169.37, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (8) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.58 to $171.73, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (9) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $183.52 to $183.68, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (10) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.61 to $185.52, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (11) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $162.21 to $163.08, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (12) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $166.54 to $167.28, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (13) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $168.08 to $169.02, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (14) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $169.12 to $169.37, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (15) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $171.08 to $172.02, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (16) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $172.27 to $172.38, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
| (17) | The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $184.57 to $185.53, inclusive. Upon request by the staff of the Securities and Exchange commission, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. |
|
Remarks: This Form 4 is the first of two Forms 4 being filed by the Reporting Person relating to transactions that occurred on June 25, 2026 and June 26, 2026 (the "Transaction Dates"). Because there are more than 30 rows associated with the Reporting Person's transactions that occurred on the Transaction Dates, and EDGAR will not allow for the entry of more than 30 rows on a single Form 4, a second Form 4 is also filed to report the transactions that were not included on this first Form 4. The two Forms 4 filed by the Reporting Person on the date hereof should be read together as one consolidated filing. |
|