Boxer Asset Management Form 3 Tyra Biosciences / JOSEPH LEWIS 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^*

Boxer Capital, LLC

(Last) (First) (Middle)

12860 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

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

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

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)

	Form filed by One Reporting Person
X	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 A Preferred Stock	(1)	(1)	Common Stock	3,844,780	0.00	D(2)
Series A Preferred Stock	(1)	(1)	Common Stock	248,093	0.00	D(3)
Series B Preferred Stock	(1)	(1)	Common Stock	1,853,579	0.00	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock	40,002	0.00	D(3)

1. Name and Address of Reporting Person^*

Boxer Capital, LLC

(Last) (First) (Middle)

12860 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boxer Asset Management Inc.

(Last) (First) (Middle)

C/O CAY HOUSE P.O. BOX N-7776 E.P.

TAYLOR DRIVE LYFORD CAY

(Street)

NEW PROVIDENCE C5 N7776

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEWIS JOSEPH

(Last) (First) (Middle)

C/O CAY HOUSE P.O. BOX N-7776 E.P.

TAYLOR DRIVE LYFORD CAY

(Street)

NEW PROVIDENCE C5

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MVA Investors, LLC

(Last) (First) (Middle)

11682 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Davis Aaron I.

(Last) (First) (Middle)

12860 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.9574. The Series A Preferred Stock and Series B Preferred Stock has no expiration date.

2. These securities are held directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) Joseph C. Lewis, (iv) MVA Investors, LLC and (v) Aaron I. Davis (collectively, the "Boxer Group"), and indirectly by Boxer Management and Joseph C. Lewis by virtue of their ownership in Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

3. These securities are held directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and indirectly by Mr. Davis who is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.

Remarks:

	Boxer Capital, LLC, By: /s/ Aaron I. Davis, Aaron I. Davis, Chief Executive Officer	09/14/2021
	Boxer Asset Management Inc., By: /s/ Jason C. Callender, Jason C. Callender, Director	09/14/2021
	/s/ Joseph C. Lewis	09/14/2021
	MVA Investors, LLC, By: /s/ Aaron I. Davis, Aaron I. Davis, Chief Executive Officer	09/14/2021
	/s/ Aaron I. Davis	09/14/2021
	** Signature of Reporting Person	Date
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