Janney Daniel Form 4 Tyra Biosciences / DANIEL JANNEY 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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X

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^*

Alta Partners NextGen Fund II Management, LLC

(Last) (First) (Middle)

115 W SNOW KING AVE, SUITE 101B

(Street)

JACKSON WY 83001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. 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 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	09/17/2021		C		3,811,117	A	(1)	3,924,046	I	See footnote(2)
Common Stock	09/17/2021		P		156,250	A	$16	4,080,296	I	See footnote(2)

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 Preferred Stock	(1)	09/17/2021		C			1,212,122	(1)	(1)	Common Stock	3,148,365	$0.00	0	I	See footnote(2)
Series B Preferred Stock	(1)	09/17/2021		C			255,160	(1)	(1)	Common Stock	662,752	$0.00	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Alta Partners NextGen Fund II Management, LLC

(Last) (First) (Middle)

115 W SNOW KING AVE, SUITE 101B

(Street)

JACKSON WY 83001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alta Partners NextGen Fund II, L.P.

(Last) (First) (Middle)

115 W SNOW KING AVE, SUITE 101B

(Street)

JACKSON WY 83001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hudson Peter A

(Last) (First) (Middle)

C/O ALTA PARTNERS NEXTGEN FUND II MANAGE

115 W SNOW KING AVE, SUITE 101B

(Street)

JACKSON WY 83001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JANNEY DANIEL

(Last) (First) (Middle)

C/O ALTA PARTNERS NEXTGEN FUND II MANAGE

115 W SNOW KING AVE, SUITE 101B

(Street)

JACKSON WY 83001

(City) (State) (Zip)

Explanation of Responses:

1. On September 17, 2021, each share of Series A Preferred Stock and each share of Series B Preferred Stock converted into Common Stock of the Issuer at a ratio of 1-for-2.5974 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. As a result of the Issuer's initial public offering, the reporting persons are no longer 10% owners of the Issuer's common stock and are, therefore, no longer subject to Section 16 in connection with their transactions in the equity securities of the Issuer.

2. These securities are held directly by Alta Partners NextGen Fund II, L.P. (the "APNG II"). The shares directly held by APNG II are indirectly held by Alta Partners NextGen Fund II Management, LLC ("APNG II Management"), which is the general partner of APNG II. The individual managing directors of APNG II Management are Robert More, Peter Hudson and Daniel Janney. The managing directors of APNG II Management exercise shared voting and investment control with respect to the shares held by APNG II. APNG II Management, Mr. Hudson and Mr. Janney disclaim beneficial ownership of all shares held by APNG II, except to the extent of its or their respective pecuniary interests therein. Mr. More is a director of the Issuer and files separate Section 16 reports.

Remarks:

	/s/ Daniel S. Janney, Manager of the Alta Partners NextGen Fund II Management, LLC, the General Partner of the Alta Partners NextGen Fund II, L.P.	09/17/2021
	/s/ Daniel S. Janney, Manager of the Alta Partners NextGen Fund II Management, LLC	09/17/2021
	/s/ Peter A. Hudson, individually	09/17/2021
	/s/ Daniel S. Janney, individually	09/17/2021
	** Signature of Reporting Person	Date
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