Edgar Engleman Form 3 Bolt Biotherapeutics / EDGAR ENGLEMAN 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^*

ENGLEMAN EDGAR

(Last)

(First)

(Middle)

C/O BOLT BIOTHERAPEUTICS, INC.

900 CHESAPEAKE DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2021

3. Issuer Name and Ticker or Trading Symbol
Bolt Biotherapeutics, Inc. [ BOLT ]

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

X	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)

X	Form filed by One Reporting Person
	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)
Common Stock	577,425	I	By Engleman Family Trust⁽¹⁾
Common Stock	321,428	I	By The Erik Nathan Engleman Irrevocable Trust dated December 06, 2012⁽²⁾
Common Stock	321,428	I	By The Jason Engleman Irrevocable GST Trust dated December 06, 2012⁽³⁾
Common Stock	25,104	I	By Vivo Capital Fund VIII, L.P.⁽⁴⁾
Common Stock	3,466	I	By Vivo Capital Surplus Fund VIII, L.P.⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	57,946	0.00	I	By Engleman Family Trust⁽¹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,092,080	0.00	I	By Vivo Capital Fund VIII, L.P.⁽⁴⁾
Series C-1 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	317,922	0.00	I	By Vivo Capital Fund VIII, L.P.⁽⁴⁾
Series C-2 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	345,568	0.00	I	By Vivo Capital Fund VIII, L.P.⁽⁴⁾
Warrant (Right to Buy)	⁽¹⁰⁾	07/26/2028⁽¹¹⁾	Common Stock	40,953	0.00	I	By Vivo Capital Fund VIII, L.P.⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	150,802	0.00	I	By Vivo Capital Surplus Fund VIII, L.P.⁽⁵⁾
Series C-1 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	43,901	0.00	I	By Vivo Capital Surplus Fund VIII, L.P.⁽⁵⁾
Series C-2 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	47,718	0.00	I	By Vivo Capital Surplus Fund VIII, L.P.⁽⁵⁾
Warrant (Right to Buy)	⁽¹⁰⁾	07/26/2028⁽¹¹⁾	Common Stock	5,655	0.00	I	By Vivo Capital Surplus Fund VIII, L.P.⁽⁵⁾

Explanation of Responses:

1. The Reporting Person is trustee of the Engleman Family Trust.

2. The Reporting Person's spouse is trustee of The Erik Nathan Engleman Irrevocable Trust dated December 06, 2012.

3. The Reporting Person's spouse is trustee of The Jason Engleman Irrevocable GST Trust dated December 06, 2012.

4. The securities reported herein are held of record by Vivo Capital Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of Vivo Capital Fund VIII, L.P. The Reporting Person is one of three voting members of Vivo Capital VIII, LLC and may be deemed to have shared voting and dispositive power over the shares held by Vivo Capital Fund VIII, L.P. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

5. The securities reported herein are held of record by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of Vivo Capital Surplus Fund VIII, L.P. The Reporting Person is one of three voting members of Vivo Capital VIII, LLC and may be deemed to have shared voting and dispositive power over the shares held by Vivo Capital Surplus Fund VIII, L.P. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

6. The Series Seed Preferred Stock has no expiration date and is convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series Seed Preferred Stock will automatically convert into shares of Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer (the "IPO").

7. The Series B Preferred Stock has no expiration date and is convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series B Preferred Stock will automatically convert into shares of Common Stock of the Issuer on a 1-to-1 basis upon closing of the IPO.

8. The Series C-1 Preferred Stock has no expiration date and is convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series C-1 Preferred Stock will automatically convert into shares of Common Stock of the Issuer on a 1-to-1 basis upon closing of the IPO.

9. The Series C-2 Preferred Stock has no expiration date and is convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series C-2 Preferred Stock will automatically convert into shares of Common Stock of the Issuer on a 1-to-1 basis upon closing of the IPO.

10. The shares subject to this warrant are fully vested.

11. This warrant will automatically be net exercised upon closing of the IPO if it is not exercised on or before such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brian Woodard, Attorney-in-Fact	02/04/2021
	** 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.

Edgar Engleman Form 3Bolt Biotherapeutics / EDGAR ENGLEMAN ownership change