SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Phillips Joshua

(Last) (First) (Middle)
C/O SERA PROGNOSTICS, INC.
2749 EAST PARLEYS WAY, SUITE 200

(Street)
SALT LAKE CITY, UT 84109

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021
3. Issuer Name and Ticker or Trading Symbol
SERA PROGNOSTICS, INC. [ SERA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 37,549 I Held by Catalyst Health Ventures, L.P.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (2) (3) Class A Common Stock 41,182 6.07(4) I Held by Catalyst Health Ventures, L.P.(1)
Series A-2 Preferred Stock (2) (3) Class A Common Stock 231,678 5.2(5) I Held by Catalyst Health Ventures, L.P.(1)
Series B-1 Preferred Stock (2) (3) Class A Common Stock 19,240 5.2(6) I Held by Catalyst Health Ventures, L.P.(1)
Series B-2 Preferred Stock (2) (3) Class A Common Stock 34,030 8.32(7) I Held by Catalyst Health Ventures, L.P.(1)
Series D Preferred Stock (2) (3) Class A Common Stock 24,942 9.02(8) I Held by Catalyst Health Ventures, L.P.(1)
Series A-2 Preferred Stock (2) (3) Class A Common Stock 166,098 5.2(5) I Held by Catalyst Health Ventures (PF), L.P.(1)
Series B-1 Preferred Stock (2) (3) Class A Common Stock 41,193 5.2(6) I Held by CHV Investments, LLC(1)
Series B-2 Preferred Stock (2) (3) Class A Common Stock 85,577 8.32(7) I Held by CHV Investments, LLC(1)
Series C-1 Preferred Stock (2) (3) Class A Common Stock 47,857 12.37(9) I Held by CHV Investments, LLC(1)
Series D Preferred Stock (2) (3) Class A Common Stock 39,116 9.02(8) I Held by CHV Investments, LLC(1)
Series E Preferred Stock (2) (3) Class A Common Stock 160,601 12.45(10) I Held by CHV Investments, LLC(1)
Series C-1 Preferred Stock (2) (3) Class A Common Stock 32,335 12.37(9) I Held by Catalyst Health Ventures Follow-on Fund, L.P.(1)
Series D Preferred Stock (2) (3) Class A Common Stock 3,713 9.02(8) I Held by Catalyst Health Ventures Follow-on Fund, L.P.(1)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 9,779 9.02 I Held by CHV Investments, LLC(4)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 9,779 10.83 I Held by CHV Investments, LLC(1)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 6,235 9.02 I Held by Catalyst Health Ventures, L.P.(1)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 6,235 10.83 I Held by Catalyst Health Ventures, L.P.(1)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 928 9.02 I Held by Catalyst Health Ventures Follow-on Fund, L.P.(1)
Warrants (Right to Buy) (11) 07/31/2029 Class A Common Stock 928 10.83 I Held by Catalyst Health Ventures Follow-on Fund, L.P.(1)
Explanation of Responses:
1. CHV GP LLC is the general partner of Catalyst Health Ventures, L.P. ("CHV LP") and Catalyst Health Ventures (PF), L.P. ("CHV PF"). CHV III GP LLC is the general partner of CHV Investments LLC ("CHV Investments") and Catalyst Health Ventures Follow-on Fund, L.P. ("CHV FO", together with CHV LP, CHV PF and CHV Investments, the "CHV Funds"). Joshua Phillips, a member of the Issuer's board of directors, is a managing ember of CHV GP LLC and CHV III GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC, and CHV III GP LLC. The securities held by the CHV Funds may be deemed to be beneficially owned by Joshua Phillips. Joshua Phillips disclaims beneficial ownership of these securities except to the extent of his pecuniary benefit therein.
2. The shares of preferred stock will automatically convert into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.
3. Not applicable
4. The Issuer's Series A-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $6.07 per share. The Series A-1 Preferred Stock has no expiration date.
5. The Issuer's Series A-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series A-2 Preferred Stock has no expiration date.
6. The Issuer's Series B-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series B-1 Preferred Stock has no expiration date.
7. The Issuer's Series B-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $8.32 per share. The Series B-2 Preferred Stock has no expiration date.
8. The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date.
9. The Issuer's Series C-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.37 per share. The Series C-1 Preferred Stock has no expiration date.
10. The Issuer's Series E Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.45 per share. The Series E Preferred Stock has no expiration date.
11. Immediately exercisable.
Remarks:
Exhibits 24.1 - Power of Attorney
/s/ Nishanti Dharia, Attorney-in-fact 07/14/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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