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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NSV Partners III LP 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH, CT 06830 |
X | |||
| NSV Partners III GP LLC 500 WEST PUTNAM AVENUE, SUITE 400 GREENWICH, CT 06830 |
X | |||
| /s/ NSV Partners III, LP, By: Brenda Marex, Chief Financial Officer, and /s/ NSV Partners III GP, LLC, By: Brenda Marex, Chief Financial Officer | 04/16/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | NSV Investments III, L.P. distributed shares to its limited partners on a pro rata basis, for no consideration. |
| (2) | NSV Partners III, L.P. is the general partner of NSV Investments I, L.P., NSV Investments III, L.P., and NSV Investments II, L.P. |
| (3) | Somasundaram Subramaniam is the majority member and managing member of NSV Partners III GP, LLC, and may be deemed to have voting and dispositive power over the shares owned by each entity of which NSV Partners III, L.P. is general partner. Mr. Subramaniam is the majority member and managing member NSV Partners II, LLC. Mr. Subramaniam is the majority member and managing member of New Science Ventures, LLC. Mr. Subramaniam disclaims beneficial ownership over the shares owned by each of the NSV Funds (as defined below), except to the extent of his pecuniary interest therein. Mr. Subramaniam is a director of the issuer and files separate reports under Section 16 of the Securities Exchange Act of 1934, as amended. |
| (4) | The shares beneficially owned by the reporting persons consist of: (i) 5,004,071 shares owned by NSV Investments I, L.P., (ii) 283,496 shares owned by NSV Investments III, L.P., (iii) 1,381,606 shares owned by NSV Partners III, L.P., (iv) 434,423 shares owned by New Science Ventures, LLC, (v) 408,520 shares owned by NSV Partners II, LLC, and (vi) 232,180 shares owned by NSV Investments II, L.P. (collectively, the "NSV Funds"). The NSV Funds disclaim beneficial ownership over the shares owned by them, except to the extent of their pecuniary interest therein. |