Seidenberg Beth C Form 4 Kyverna Therapeutics / BETH C SEIDENBERG ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEIDENBERG BETH C

(Last) (First) (Middle)

C/O KYVERNA THERAPEUTICS, INC.

5980 HORTON ST., STE 550

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2024		C(1)		3,787,940	A	(1)	3,787,940	I	See Footnote(2)
Common Stock	02/12/2024		C(1)		735,984	A	(1)	735,984	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Redeemable Convertible Preferred Stock	(4)	02/12/2024		C			4,401,771	(4)	(4)	Common Stock	967,188	$0	0	I	See Footnote(2)
Series A-2 Redeemable Convertible Preferred Stock	(4)	02/12/2024		C			8,830,901	(4)	(4)	Common Stock	1,940,388	$0	0	I	See Footnote(2)
Series B Redeemable Convertible Preferred Stock	(4)	02/12/2024		C			4,006,624	(4)	(4)	Common Stock	880,364	$0	0	I	See Footnote(2)
Series B Redeemable Convertible Preferred Stock	(4)	02/12/2024		C			3,349,538	(4)	(4)	Common Stock	735,984	$0	0	I	See Footnote(3)

Explanation of Responses:

1. Represents shares of the Issuer's Common Stock received upon conversion of shares of the reported series of preferred stock on a 1-for-4.5511 basis without payment of further consideration.

2. Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The voting and dispositive control over Westlake GP I is shared by the managing directors of Westlake GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake I except to the extent of such person's pecuniary interest therein, if any.

3. Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The voting and dispositive control over Westlake Opportunity GP I is shared by the managing directors of Westlake Opportunity GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of such person's pecuniary interest therein, if any.

4. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock had no expiration date and automatically converted into the Issuer's Common Stock on a 1-for-4.5511 basis immediately prior to the closing of the Issuer's initial public offering.

	By: /s/ Ryan Jones, as Attorney-in-Fact	02/14/2024
	** Signature of Reporting Person	Date
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