SEC Form 4
FORM 4UNITED 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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X
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*
Illumina Innovation Fund II GP, L.L.C.

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE, SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Alamar Biosciences, Inc. [ ALMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common Stock04/20/2026C(1)4,588,364A(1)4,588,364ISee footnote(2)
Class B Common Stock04/20/2026C(3)922,152A(3)5,510,516ISee footnote(2)
Class B Common Stock04/20/2026J(4)5,510,516D(4)0ISee footnote(2)
Common Stock04/20/2026J(4)5,510,516A(4)5,510,516ISee footnote(2)
Common Stock04/20/2026C(5)346,020A(5)5,856,536ISee footnote(2)
Common Stock04/20/2026C(5)271,782A(5)271,782ISee footnote(6)
Common Stock04/20/2026P235,294A$17507,076ISee footnote(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A-3 Preferred Stock(1)04/20/2026C3,194,377 (1) (1)Class B Common Stock1,321,082$00ISee Footnote(2)
Series A-4 Preferred Stock(1)04/20/2026C2,862,507 (1) (1)Class B Common Stock1,183,832$00ISee Footnote(2)
Series B Preferred Stock(3)04/20/2026C2,094,266 (3) (3)Class B Common Stock922,152$00ISee Footnote(2)
Series C Preferred Stock(1)04/20/2026C5,037,783 (1) (1)Class B Common Stock2,083,450$00ISee Footnote(2)
Convertible Promissory Note(5)04/20/2026C$5,000,000 (5) (5)Common Stock346,020$00ISee Footnote(2)
Convertible Promissory Note(5)04/20/2026C$3,927,259.98 (5) (5)Common Stock271,782$00ISee Footnote(6)
1. Name and Address of Reporting Person*
Illumina Innovation Fund II GP, L.L.C.

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE, SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Illumina Innovation Fund II, L.P.

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE
SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Illumina Innovation Fund III GP, L.L.C.

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE
SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Illumina Innovation Fund III, L.P.

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE
SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Naclerio Nicholas

(Last)(First)(Middle)
500 LINCOLN CENTRE DRIVE
SUITE 110

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
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 and have no expiration date. The Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series C Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the initial public offering of the Issuer's Common Stock (the "IPO").
2. 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. Nicholas Naclerio ("Mr. Naclerio"), 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 Mr. Naclerio disclaim beneficial ownership over the securities held by IIF II, except to the extent of their respective pecuniary interests therein, if any.
3. The Series B Preferred Stock is convertible into shares of Class B Common Stock on a 1-for-2.271 basis and has no expiration date. The Series B Preferred Stock automatically converted into shares of Class B Common Stock in connection with the closing of the IPO.
4. Each share of Class B Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO.
5. 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 was automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's IPO at a conversion price equal to the initial public offering price of the Issuer's Common Stock multiplied by 0.85.
6. The securities are held by Illumina Innovation Fund III, L.P. ("IIF III"). Illumina Innovation Fund III GP, L.L.C. ("IIF III GP") is the general partner of IIF III. Mr. Naclerio, 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 Mr. Naclerio disclaim beneficial ownership over the securities held by IIF III, except to the extent of their respective pecuniary interests therein, if any.
/s/ Nicholas Naclerio, Managing Member of Illumina Innovation Fund II GP, L.L.C.04/20/2026
/s/ Nicholas Naclerio, Managing Member of Illumina Innovation Fund II GP, L.L.C., the general partner of Illumina Innovation Fund II, L.P.04/20/2026
/s/ Nicholas Naclerio, Managing Member of Illumina Innovation Fund III GP, L.L.C.04/20/2026
/s/ Nicholas Naclerio, Managing Member of Illumina Innovation Fund III GP, L.L.C., the general partner of Illumina Innovation Fund III, L.P.04/20/2026
/s/ Nicholas Naclerio04/20/2026
** Signature of Reporting PersonDate
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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* Form 4: SEC 1474 (03-26)