SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kim Mina

(Last)

(First)

(Middle)

C/O ACELYRIN, INC.

4149 LIBERTY CANYON RD.

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACELYRIN, Inc. [ SLRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2025		A		89,526	A	⁽¹⁾⁽²⁾⁽³⁾	770,833	D
Common Stock	05/21/2025		D		770,833	D	⁽¹⁾⁽²⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$4.13	05/21/2025		D			1,195,856	⁽⁴⁾	05/25/2034	Common Stock	1,195,856	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$7.68	05/21/2025		D			190,114	⁽⁶⁾	01/08/2034	Common Stock	190,114	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$18	05/21/2025		D			85,226	⁽⁷⁾	05/03/2033	Common Stock	85,226	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$5.8766	05/21/2025		D			362,719	⁽⁸⁾	11/20/2032	Common Stock	362,719	⁽⁵⁾	0	D

Explanation of Responses:

1. On February 6, 2025, ACELYRIN, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (as amended on April 20, 2025, the "Merger Agreement") with Alumis, Inc., a Delaware corporation ("Parent"), and Arrow Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of the Company issued and outstanding was converted into the right to receive 0.4814 (the "Exchange Ratio") shares of voting common stock of Parent, par value $0.0001 per share ("Parent Common Stock"), and cash in lieu of any fractional shares.

2. (Continued from Footnote 1) Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested restricted stock unit ("RSU") immediately prior to the Effective Time was assumed by Parent and converted into an RSU award with respect to a number of shares of Parent Common Stock equal to (i) the total number of shares subject to the RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. At the Effective Time, each outstanding and vested RSU immediately prior the Effective Time, including any RSU that became vested as a result of the Merger, was cancelled and converted into the right to receive the number of shares of Parent Common Stock equal to (i) the total number of shares subject to the RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

3. (Continued from Footnote 2) At the Effective Time, each outstanding performance-based restricted stock unit ("PSU") award that was outstanding and unvested immediately prior to the Effective Time was deemed earned at 100% of the target level of performance and converted into an RSU award with respect to a number of shares of Parent Common Stock equal to (i) the target number of shares subject to the PSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

4. 1/4 of the shares subject to the option vested on May 9, 2025, and 1/48 of the shares subject to the option vests in equal monthly installments thereafter, subject to the Reporting Person's continued service.

5. Pursuant to the Merger Agreement, at the Effective Time each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per share exercise price of $18.00 or less was assumed by Parent and converted into an option to purchase a number of shares of Parent Common Stock equal to (i) the number of shares subject to the option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share, which stock option shall have an exercise price equal to (i) the per share exercise price for shares subject to the corresponding Company stock option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio, rounded up to the nearest whole cent.

6. 1/4 of the shares subject to the option vested on January 9, 2025, and 1/48 of the shares subject to the option vest in equal monthly installments thereafter, subject to the Reporting Person's continued service.

7. 1/4 of the shares subject to the option vested on May 4, 2024, and 1/48 of the shares subject to the option vest in equal monthly installments thereafter, subject to the Reporting Person's continued service.

8. 1/4 of the shares subject to the option vested on November 14, 2023, and 1/48 of the shares subject to the option vest in equal monthly installments thereafter, subject to the Reporting Person's continued service.

Remarks:

	/s/ Eddie Kim, Attorney-in-fact	05/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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