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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/13/2024 |
3. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 19,934,361 | I | By Blue Media, LLC(1) |
Class A Common Stock | 8,625,000 | I | By Gray Media, LLC(1) |
Non-Voting Common Stock | 1,400,000(2) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 B-2 Preferred Stock | (3) | (3) | Class A Common Stock | 1,746,323 | (3) | I | By Blue Media, LLC(1) |
Series G-3 Preferred Stock | (3) | (3) | Class A Common Stock | 98,964 | (3) | I | By Blue Media, LLC(1) |
Series B Preferred Stock | (4) | (4) | Class B Common Stock | 178,485 | (4) | I | By Black Media, LLC(1) |
Series A Preferred Stock | (3) | (3) | Class A Common Stock | 2,283,991 | (3) | I | By Innovation Group Investors, L.P. - 2011 Series(5) |
Series D Preferred Stock | (3) | (3) | Class A Common Stock | 406,090 | (4) | I | By Innovation Group Investors, L.P. - 2011 Series(5) |
Series G Preferred Stock | (3) | (3) | Class A Common Stock | 99,255 | (3) | I | By Innovation Group Investors, L.P. - 2011 Series(5) |
Series A Preferred Stock | (3) | (3) | Class A Common Stock | 145,875 | (3) | I | By Innovation Group Investors, L.P. - Series 1B(5) |
Series A Preferred Stock | (3) | (3) | Class A Common Stock | 248,476 | (3) | I | By Lightbank Investments 1B, LLC(1) |
Series A Preferred Stock | (3) | (3) | Class A Common Stock | 1,603,279 | (3) | I | By Tempus Series A Investments, LLC(1) |
Series B Preferred Stock | (4) | (4) | Class B Common Stock | 5,196,414 | (4) | I | By Tempus Series B Investments, LLC(1) |
Series B-1 Preferred Stock | (3) | (3) | Class A Common Stock | 1,500,071 | (3) | I | By Tempus Series B-1 Investments, LLC(1) |
Series B-2 Preferred Stock | (3) | (3) | Class A Common Stock | 2,111,415 | (3) | I | By Tempus Series B-2 Investments, LLC(1) |
Series C Preferred Stock | (3) | (3) | Class A Common Stock | 3,911,762 | (3) | I | By Tempus Series C Investments, LLC(1) |
Series D Preferred Stock | (3) | (3) | Class A Common Stock | 2,133,583 | (3) | I | By Tempus Series D Investments, LLC(1) |
Series E Preferred Stock | (3) | (3) | Class A Common Stock | 248,512 | (3) | I | By Tempus Series E Investments, LLC(1) |
Series G Preferred Stock | (3) | (3) | Class A Common Stock | 321,008 | (3) | I | By Tempus Series G Investments, LLC(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Reporting Person is the sole manager of each of Blue Media, LLC, Gray Media, LLC, Black Media, LLC, Lightbank Investments 1B, Tempus Series A Investments, LLC, Tempus Series B Investments, LLC, Tempus Series B-1 Investments, LLC, Tempus Series B-2 Investments, LLC, Tempus Series C Investments, LLC, Tempus Series D Investments, LLC, Tempus Series E Investments, LLC and Tempus Series G Investments, LLC. |
2. Each share of Non-Voting Common Stock shall be automatically converted into one share of Class A Common Stock upon the closing of the Issuer's initial public offering of Class A Common Stock. |
3. Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock, Series G-3 Preferred Stock is convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
4. Each share of Series B Preferred Stock is convertible at any time, at the holder's election, into Class B Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Class B Common Stock upon the closing of the Issuer's initial public offering. |
5. The Reporting Person is the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B. |
/s/ Erik Phelps, Attorney-in-Fact for Eric P. Lefkofsky | 06/13/2024 | |
/s/ Erik Phelps, Attorney-in-Fact for Blue Media, LLC | 06/13/2024 | |
** 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. | ||
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 Number. |