Bayer (BAYRY) Form 3 Pyxis Oncology / AKTIENGESELLSCHAFT BAYER ownership change

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^*

Bayer World Investments B.V.

(Last) (First) (Middle)

ENERGIEWEG 1

(Street)

MIJDRECHT P7 3641RT

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

	Form filed by One Reporting Person
X	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)

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 Convertible Preferred Stock	(1)	(1)	Common Stock	1,786,831(2)	(2)	D(3)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	955,507(2)	(2)	D(3)

1. Name and Address of Reporting Person^*

Bayer World Investments B.V.

(Last) (First) (Middle)

ENERGIEWEG 1

(Street)

MIJDRECHT P7 3641RT

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last) (First) (Middle)

BAYERWERK, GEBAEUDE W11

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN 2M 51373

(City) (State) (Zip)

Explanation of Responses:

1. Shares of Series A and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") have no expiration date and, as of the date of this filing, are convertible, at the option of the Reporting Persons, into shares of the Issuer's common stock at a 6.359-for-1 conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares).

2. Reflects that each 6.359 shares of Preferred Stock will convert automatically into one share of the Issuer's common stock at the closing of the Issuer's initial public offering, for no additional consideration (subject to the payment of cash in lieu of any fractional shares).

3. The securities reported are held directly by Bayer World Investments B.V., a Dutch private limited company, which is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer World Investments B.V.

	Bayer World Investments B.V., By: /s/ Patrick Lennaerts, Name: Patrick Lennaerts, Title: Managing Director	10/07/2021
	Bayer Aktiengesellschaft, By: /s/ Christian Bank, Name: Christian Bank, Title: Head of Legal Mergers & Acquisitions	10/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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