Moulder Leon O JR Form 3 Zenas BioPharma / LEON O MOULDER JR 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^*

MOULDER LEON O JR

(Last) (First) (Middle)

C/O ZENAS BIOPHARMA, INC.

1000 WINTER STREET, SUITE 1200

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2024

3. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]

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

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

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	1,115,499	I	See Footnote(1)
Common Stock	4,520(2)	D

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 Seed Convertible Preferred Stock	(3)	(3)	Common Stock	164,523	(3)	I	See Footnote(1)
Series A Convertible Preferred Stock	(4)	(4)	Common Stock	108,381	(4)	D
Series B Convertible Preferred Stock	(5)	(5)	Common Stock	372,017	(5)	I	See Footnote(1)
Series B Convertible Preferred Stock	(5)	(5)	Common Stock	48,254	(5)	D
Stock Option (Right to Buy)	(6)	07/17/2033	Common Stock	308,069	9.3	D

Explanation of Responses:

1. The Reporting Person is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. Includes 753 shares of Common Stock, representing the unvested portion of an award of shares subject to certain restrictions for the purchase of 4,520 shares of Common Stock granted on August 21, 2020, which restrictions lapsed as to 25% of the shares on August 3, 2021, with the restrictions lapsing as to the remaining 75% of the shares in substantially equal installments over the following 36 months, subject to continued service.

3. Each share of Series Seed Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series Seed Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.

4. Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series A Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.

5. Each share of Series B Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.

6. The option vested as to 25% of the underlying shares of common stock on June 29, 2024, the first anniversary of the vesting commencement date, and as to the remaining shares in equal month installments over 36 months thereafter, subject to continued service.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Chase Jayasekera, Attorney-in-Fact	09/12/2024
	** 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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