10/01/2026 | Press release | Distributed by Public on 10/01/2026 19:34
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $2.35 | 09/29/2026 | M(1) | 56,455 | (3) | 12/19/2033 | Common Stock | 56,455 | $ 0 | 145,874 | D | ||||
| Employee Stock Option (Right to Buy) | $2.35 | 09/29/2026 | M(1) | 54,375 | (4) | 02/28/2034 | Common Stock | 54,375 | $ 0 | 35,625 | D | ||||
| Employee Stock Option (Right to Buy) | $2.35 | 09/30/2026 | M(1) | 24,056 | (3) | 12/19/2033 | Common Stock | 24,056 | $ 0 | 121,818 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Smith Nicholas Conrad C/O ALTO NEUROSCIENCE, INC. 650 CASTRO STREET, SUITE 450 MOUNTAIN VIEW, CA 94041 |
PRESIDENT AND CFO | |||
| /s/ Erin R. McQuade, Attorney-in-Fact | 10/01/2026 | |
| **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) | This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 30, 2026. |
| (2) | This price is a weighted average price. These securities were sold in multiple transactions at prices ranging from $26.5513 to $26.5902 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (3) | One-third (1/3rd) of the shares underlying the option vested upon the completion of the Issuer's initial public offering and two-thirds (2/3) of the shares underlying the option vested or shall vest over a period of four years. 25% of the shares underlying the time-based portion vested on December 20, 2024, and 1/48 of the shares underlying the time-based portion vested or shall vest on a monthly basis thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| (4) | 25% of the shares underlying the option vested on March 1, 2025, and one forty-eighth (1/48th) of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date. |