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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 | ||||||||
| Series A Prime Preferred Stock | (1) | 10/15/2024 | C | 15,001,312 | (1) | (1) | Common Stock | 1,337,513 | (1) | 0 | I | By AH Bio Fund I, L.P., as nominee (2) | |||
| Series B Preferred Stock | (1) | 10/15/2024 | C | 679,163 | (1) | (1) | Common Stock | 60,554 | (1) | 0 | I | By AH Bio Fund I, L.P., as nominee (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AH Equity Partners Bio I, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Bio Fund I, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Equity Partners Bio IV, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Bio Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| HOROWITZ BENJAMIN A C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
| AH Bio Fund I, L.P. for itself and as nominee for AH Bio Fund I-B, L.P., By: AH Equity Partners Bio I, L.L.C., its General Partner, By: /s/ Scott Kupor, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners Bio I, L.L.C., By: /s/ Scott Kupor, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| AH Bio Fund IV, L.P. for itself and as nominee for the AH Bio Fund IV Entities, By: AH Equity Partners Bio IV, L.L.C., its General Partner, By: /s/ Scott Kupor, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners Bio IV, L.L.C., By: /s/ Scott Kupor, Authorized Signatory | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Scott Kupor, Attorney-in-Fact for Marc Andreessen | 10/17/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz | 10/17/2024 | |
| **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) | Each share of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a 11.2158-for-one basis without payment of further consideration. Immediately prior to the closing of the Issuer's initial public offering, the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. |
| (2) | These shares are held of record by AH Bio Fund I, L.P. ("AH Bio I") for itself and as nominee for AH Bio Fund I-B, L.P. AH Equity Partners Bio I, L.L.C. ("AH EP Bio I"), the general partner of AH Bio I, may be deemed to have sole power to vote and to dispose of these shares, and Marc Andreessen and Benjamin Horowitz, the managing members of AH EP Bio I, may be deemed to have shared power to vote and to dispose of these shares. Each of the Reporting Persons disclaimsthe existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Bio I and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interesttherein, if any. |
| (3) | These shares are held of record by AH Bio Fund IV, L.P. ("AH Bio IV"), for itself and as nominee for AH Bio Fund IV-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., and CLF Partners III, LP (collectively, the "AH Bio Fund IV Entities"). AH Equity Partners Bio IV, L.L.C. ("AH EP Bio IV"), the general partner of AH Bio IV, may be deemed to have sole power to vote and to dispose of these shares, and Marc Andreessen and Benjamin Horowitz, the managing members of AH EP Bio IV, may be deemed to have shared power to vote and to dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Bio IV and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |