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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, par value $0.00001 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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Andrew Feldman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 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
10,397,232.00 | ||||||||
| 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)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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 , CA ,94085 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Andrew Feldman (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is c/o Cerebras Systems Inc., 1237 E. Arques Avenue, Sunnyvale, CA, 94085. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented herein represents beneficial ownership of the shares of Class A Common Stock as of June 30, 2026, based upon 103,220,568 shares of Class A Common Stock outstanding as of June 30, 2026, as provided by the Issuer. The ownership information assumes the respective conversion of the Class B common stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer, and the vesting of restricted stock units and exercise of stock options disclosed below, each into shares of Class A Common Stock of the Issuer on a one-to-one basis.
The Reporting Person is the beneficial owner of 10,397,232 shares of Class A Common Stock, which consist of: (i) 268 shares of Class A Common Stock held directly by the Feldman Bravo Family Trust, of which the Reporting Person serves as trustee; (ii) 7,403,467 shares of Class A Common Stock underlying shares of Class B Common Stock held of record by the Reporting Person, (iii) 50,000 shares of Class A Common Stock underlying shares of Class B Common Stock held in a grantor retained annuity trust of which the Reporting Person is trustee; (iv) 50,000 shares of Class A Common Stock underlying shares of Class B Common Stock held in a grantor retained annuity trust of which the Reporting Person's spouse is trustee; (v) 2,850,000 shares of Class A Common Stock underlying stock options that are currently vested or will vest within 60 days of June 30, 2026; and (vi) 43,497 shares of Class A Common Stock underlying restricted stock units that will vest within 60 days of June 30, 2026. | |
| (b) | Percent of class:
9.2% %
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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:
10,347,232 | ||
| (ii) Shared power to vote or to direct the vote:
50,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
10,347,232 | ||
| (iv) Shared power to dispose or to direct the disposition of:
50,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| 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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