05/15/2026 | Press release | Distributed by Public on 05/15/2026 16:51
|
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) | 05/15/2026 | J(1) | 1,093,998 | (1) | (1) | Class A Common Stock | 1,093,998 | (1) | 1,093,998 | I | See footnotes(2)(3) | |||
| Series A Preferred Stock | (1) | 05/15/2026 | C | 4,419,405 | (1) | (1) | Class B Common Stock(1) | 4,419,405 | (1) | 0 | I | See footnotes(2)(3) | |||
| Series B Preferred Stock | (1) | 05/15/2026 | C | 599,465 | (1) | (1) | Class B Common Stock(1) | 599,465 | (1) | 0 | I | See footnotes(2)(3) | |||
| Series C Preferred Stock | (1) | 05/15/2026 | C | 486,175 | (1) | (1) | Class B Common Stock(1) | 486,175 | (1) | 0 | I | See footnotes(2)(3) | |||
| Series D Preferred Stock | (1) | 05/15/2026 | C | 309,678 | (1) | (1) | Class B Common Stock(1) | 309,678 | (1) | 0 | I | See footnotes(2)(3) | |||
| Series E Preferred Stock | (1) | 05/15/2026 | C | 6,548,466 | (1) | (1) | Class B Common Stock(1) | 6,548,466 | (1) | 0 | I | See footnotes(2)(3) | |||
| Series F Preferred Stock | (1) | 05/15/2026 | C | 9,010 | (1) | (1) | Class B Common Stock(1) | 9,010 | (1) | 0 | I | See footnotes(2)(3) | |||
| Class B Common Stock | (1) | 05/15/2026 | C | 12,372,199 | (1) | (1) | Class A Common Stock | 12,372,199 | (1) | 13,466,197 | I | See footnotes(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Susan Lior C/O CEREBRAS SYSTEMS INC. 1237 E. ARQUES AVENUE SUNNYVALE, CA 94085 |
X | X | ||
| /s/ Shirley Li, Attorney-in-Fact | 05/15/2026 | |
| **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) | Immediately prior to the closing of the Issuer's initial public offering, each share of Class A common stock was reclassified, and each share of the Issuer's redeemable convertible preferred stock automatically converted and was reclassified, into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. |
| (2) | Consists of (i) 486,175 shares of Class B common stock underlying Series C Preferred Stock, 309,678 shares of Class B common stock underlying Series D Preferred Stock, and 4,505 shares of Class B common stock underlying Series F Preferred Stock held by Eclipse Continuity Fund I, L.P. ("Eclipse Continuity Fund"); (ii) 6,548,466 shares of Class B common stock underlying Series E Preferred Stock held by Eclipse SPV II, L.P. ("Eclipse SPV II"); (iii) 599,880 shares of Class B common stock held by Eclipse SPV XIII, L.P. ("Eclipse SPV XIII"); and (iv) 494,118 shares of Class B common stock, 4,419,405 shares of Class B common stock underlying Series A Preferred Stock, 599,465 shares of Class B common stock underlying Series B Preferred Stock, and 4,505 shares of Class B common stock underlying Series F Preferred Stock held by Eclipse Ventures Fund I, L.P. ("Eclipse Fund," and together with Eclipse Continuity Fund, Eclipse SPV II, and Eclipse SPV XIII, "Eclipse Entities"). |
| (3) | The Reporting Person is the sole managing member of the general partner of each of the Eclipse Entities and may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities. |
| (4) | Following the transactions reported herein, consists of (i) 800,358 shares of Class B common stock held by Eclipse Continuity Fund, (ii) 6,548,466 shares of Class B common stock held by Eclipse SPV II, (iii) 599,880 shares of Class B common stock held by Eclipse SPV XIII, and (iv) 5,517,493 shares of Class B common stock held by Eclipse Fund. |