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*
Bensen Daniel

(Last) (First) (Middle)
C/O TYRA BIOSCIENCES, INC.
2656 STATE STREET

(Street)
CARLSBAD CA 92008

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021
3. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
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)
Common Stock 519,480(1) D
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 Preferred Stock (2) (2) Common Stock 8,501 0.00 D
Stock Option (Right to Buy) (3) 01/26/2030 Common Stock 270,129 0.61 D
Stock Option (Right to Buy) (4) 03/09/2031 Common Stock 134,937 2.25 D
Explanation of Responses:
1. Includes 154,691 shares subject to repurchase by us, which are subject to vesting.
2. The shares of Series A Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.5974. The Series A Preferred Stock has no expiration date.
3. 25% of the shares subject to the option vested on 1/27/2021, and 1/48th of the shares subject to the option vest monthly thereafter.
4. 1/48th of the shares subject to the option vest monthly following March 5, 2021, the vesting commencement date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ John Healy, Attorney-in Fact 09/14/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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