| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SERA PROGNOSTICS, INC. [ SERA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/19/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/19/2021 | C | 1,515,595 | A | (1) | 1,515,595 | I | By Blue Ox Healthcare Partners SP, LLC(3) | ||
| Class A Common Stock | 07/19/2021 | C | 1,075,047 | A | (1) | 1,075,047 | I | By BXHCP SP II, LLC(3) | ||
| Class A Common Stock | 07/19/2021 | C | 1,204,508 | A | (2) | 1,204,508 | I | By BXHCP SP III, LLC(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Convertible Preferred Stock | (1) | 07/19/2021 | C | 1,515,595 | (1) | (1) | Class A Common Stock | 1,515,595 | (1) | 0 | I | By Blue Ox Healthcare Partners SP, LLC(3) | |||
| Series D Convertible Preferred Stock | (1) | 07/19/2021 | C | 1,075,047 | (1) | (1) | Class A Common Stock | 1,075,047 | (1) | 0 | I | By BXHCP SP II, LLC(3) | |||
| Series E Convertible Preferred Stock | (2) | 07/19/2021 | C | 1,204,508 | (2) | (2) | Class A Common Stock | 1,204,508 | (2) | 0 | I | By BXHCP SP III, LLC(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents shares of Series D Convertible Preferred Stock were automatically converted into Class A Common Stock in connection with the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock had no expiration date. |
| 2. Represents shares of Series E Convertible Preferred Stock were automatically converted into Common Stock in connection with the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock had no expiration date. |
| 3. Blue Ox Healthcare Partners, LLC is the manager of each of Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC, and BXHCP SP III, LLC, and may be deemed to have voting, investment and dispositive power with respect to the shares held by Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC, and BXHCP SP III, LLC. Charles D. Kennedy MD, Oded Levy, and John A. Neczesny, managing partners of Blue Ox Healthcare Partners, LLC, each may be deemed to share voting, investment and dispositive power with respect to these shares. |
| Blue Ox Healthcare Partners, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
| Blue Ox Healthcare Partners SP, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
| BXHCP SP II, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
| BXHCP SP III, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
| ** 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 4 (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. | ||
