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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/12/2024 |
3. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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. | ||
* 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. |