Form SCHEDULE 13G Cerebras Systems Inc. Filed by: COATUE MANAGEMENT LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cerebras Systems Inc. (Name of Issuer) |
Class A common stock, $0.00001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
COATUE MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,011,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: As of June 30, 2026, this Reporting Person was deemed to indirectly beneficially own 6,670,101 shares of Class B common stock of the Issuer which the Reporting Person was able to convert to Class A common stock within 60 days.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Philippe Laffont | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,011,028.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: As of June 30, 2026, this Reporting Person was deemed to indirectly beneficially own 6,670,101 shares of Class B common stock of the Issuer which the Reporting Person was able to convert to Class A common stock within 60 days.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Coatue Private Fund II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,129,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: As of June 30, 2026, this Reporting Person was deemed to directly beneficially own 6,129,242 shares of Class B common stock of the Issuer which the Reporting Person was able to convert to Class A common stock within 60 days.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Coatue Private II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,129,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As of June 30, 2026, this Reporting Person was deemed to indirectly beneficially own 6,129,242 shares of Class B common stock of the Issuer which the Reporting Person was able to convert to Class A common stock within 60 days.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cerebras Systems Inc. | |
| (b) | Address of issuer's principal executive offices:
1237 E. Arques Avenue Sunnyvale, California 94085 | |
| Item 2. | ||
| (a) | Name of person filing:
Coatue Management, L.L.C.
Philippe Laffont
Coatue Private Fund II LP
Coatue Private II GP LLC | |
| (b) | Address or principal business office or, if none, residence:
Coatue Management, L.L.C.
9 West 57th street, 25th Floor
New York, New York 10019
Philippe Laffont
c/o Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019
Coatue Private Fund II LP
c/o Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019
Coatue Private II GP LLC
c/o Coatue Management, L.L.C.
9 West 57th Street
New York, New York 10019 | |
| (c) | Citizenship:
Coatue Management, L.L.C. - Delaware
Philippe Laffont - United States
Coatue Private Fund II LP - Delaware
Coatue Private II GP LLC - Delaware | |
| (d) | Title of class of securities:
Class A common stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Coatue Management, L.L.C. - 7,011,028
Philippe Laffont - 7,011,028
Coatue Private Fund II LP - 6,129,242
Coatue Private II GP LLC - 6,129,242 | |
| (b) | Percent of class:
Coatue Management, L.L.C. - 7.1%
Philippe Laffont - 7.1%
Coatue Private Fund II LP - 6.2%
Coatue Private II GP LLC - 6.2% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Coatue Management, L.L.C. - 0
Philippe Laffont - 0
Coatue Private Fund II LP - 0
Coatue Private II GP LLC - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Coatue Management, L.L.C. - 7,011,028
Philippe Laffont - 7,011,028
Coatue Private Fund II LP - 6,129,242
Coatue Private II GP LLC - 6,129,242 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Coatue Management, L.L.C. - 0
Philippe Laffont - 0
Coatue Private Fund II LP - 0
Coatue Private II GP LLC - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Coatue Management, L.L.C. - 7,011,028
Philippe Laffont - 7,011,028
Coatue Private Fund II LP - 6,129,242
Coatue Private II GP LLC - 6,129,242 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Coatue Management, L.L.C. None of those advisory clients, other than Coatue Private Fund II LP, may be deemed to beneficially own more than 5% of the Class A common stock, $0.00001 par value per share. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification |
ATTACHMENTS / EXHIBITS