Enright Patrick G Form 3 BioAge Labs / PATRICK G ENRIGHT 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^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

C/O BIOAGE LABS, INC.

1445A SOUTH 50TH STREET

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2024

3. Issuer Name and Ticker or Trading Symbol
BioAge Labs, Inc. [ BIOA ]

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

X	Director	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)

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 D Preferred Stock	(1)	(1)	Common Stock	1,310,589	(1)	I	Longitude Venture Partners IV, L.P.(2)

Explanation of Responses:

1. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series D Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series D Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.

2. These shares are directly held by Longitude Venture Partners IV, L.P ("LVP IV"). Longitude Capital Partners IV, LLC ("LCP IV") is the general partner of LVP IV and may be deemed to exercise voting and investment discretion with respect to securities held by LVP IV. The reporting person and Ms. Juliet Tammenoms Bakker serve as the managing members of LCP IV and may be deemed to share voting and investment discretion with respect to securities held directly by LVP IV. Each of LCP IV, Mr. Enright, and Ms. Tammenoms Bakker disclaims beneficial ownership of such securities and this report shall not be deemed an admission that any of them is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of their respective pecuniary interests therein.

	/s/ Dov A. Goldstein as attorney-in-fact	09/25/2024
	** 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).
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