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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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(Amendment No. 1)*
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CeriBell, Inc. (Name of Issuer) |
Common stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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
Xingjuan Chao | ||||||||
| 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
1,893,995.00 | ||||||||
| 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)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes 826,328 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2026 and 5,684 shares of Common Stock issuable upon vesting of RSUs within 60 days of March 31, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CeriBell, Inc. | |
| (b) | Address of issuer's principal executive offices:
360 N. Pastoria Avenue, Sunnyvale, CA 94085 | |
| Item 2. | ||
| (a) | Name of person filing:
Xingjuan Chao | |
| (b) | Address or principal business office or, if none, residence:
The address for the reporting person is c/o CeriBell, Inc., 360 N. Pastoria Avenue, Sunnyvale, CA 94085. | |
| (c) | Citizenship:
The reporting person is a citizen of the United States | |
| (d) | Title of class of securities:
Common stock, $0.001 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);
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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 information contained on the cover page to this Schedule 13G/A is incorporated by reference into this Item 4. The ownership information presented herein represents beneficial ownership of common stock of CeriBell, Inc. (the "Common Stock") as of March 31, 2026, based upon 37,859,520 shares of Common Stock outstanding as of March 31, 2026. The reporting person is the record holder of 692,895 shares of Common Stock and may be deemed to beneficially own an additional 826,328 shares of Common Stock issuable upon exercise of stock options exericsable within 60 days of March 31, 2026 and 5,684 shares of Common Stock issuable upon vesting of RSUs within 60 days of March 31, 2026. The reporting person may also be deemed to share beneficial ownership of 369,088 shares of Common Stock held by the ACP 2021 Trust, of which she is a co-trustee. | |
| (b) | Percent of class:
4.9 %
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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:
1,524,907 | ||
| (ii) Shared power to vote or to direct the vote:
369,088 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,524,907 | ||
| (iv) Shared power to dispose or to direct the disposition of:
369,088 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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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