Notable Labs (NTBLQ) Form 3 Notable Labs / JAMES JIMIN KIM 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^*

KIM JAMES JIMIN

(Last) (First) (Middle)

C/O BUILDERS VC

601 CALIFORNIA STREET, SUITE, 700

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2023

3. Issuer Name and Ticker or Trading Symbol
Notable Labs, Ltd. [ NTBL ]

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)
Ordinary shares(1)	132,980	I	By Builders VC Entrepreneurs Fund I, L.P.(2)
Ordinary shares(1)	305,306	I	By Builders VC Fund I (Canada), L.P.(2)
Ordinary shares(1)	1,846,324	I	By Builders VC Fund I, L.P.(2)

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
Warrant to Purchase Ordinary Shares(1)	10/16/2023	06/30/2032	Ordinary shares	2,053(3)	113	I	By Builders VC Entrepreneurs Fund I, L.P.(2)
Warrant to Purchase Ordinary Shares(1)	10/16/2023	06/30/2032	Ordinary shares	4,713(4)	113	I	By Builders VC Fund I (Canada), L.P.(2)
Warrant to Purchase Ordinary Shares(1)	10/16/2023	06/30/2032	Ordinary shares	28,498(5)	113	I	By Builders VC Fund I, L.P.(2)

1. Name and Address of Reporting Person^*

KIM JAMES JIMIN

(Last) (First) (Middle)

C/O BUILDERS VC

601 CALIFORNIA STREET, SUITE, 700

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Builders VC Entrepreneurs Fund I, L.P.

(Last) (First) (Middle)

C/O BUILDERS VC

601 CALIFORNIA STREET, SUITE, 700

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Builders VC Fund I (Canada), L.P.

(Last) (First) (Middle)

C/O BUILDERS VC

601 CALIFORNIA STREET, SUITE, 700

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Builders VC Fund I, L.P.

(Last) (First) (Middle)

C/O BUILDERS VC

601 CALIFORNIA STREET, SUITE, 700

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

Explanation of Responses:

1. Shares of capital stock of the corporation then known as Notable Labs, Inc. ("Old Notable") were converted into ordinary shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated February 22, 2023, by and among the Issuer, Old Notable, and Vibrant Merger Sub, Inc., (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock of Old Notable was exchanged for 0.0629 of the Issuer's ordinary shares, giving effect to a reverse split of the Issuer's ordinary shares of 1-for-35.

2. This Form 3 is being filed by, and on behalf of, Builders VC Entrepreneurs Fund I, L.P., Builders VC Fund I (Canada), L.P., Builders VC Fund I, L.P. (collectively, the "Funds") and Mr. James Kim (together with the Funds, the "Reporting Persons"). Mr. Kim is the managing member of Builders VC GP I, LLC, the general partner of each of the Funds, and has voting and dispositive power over the securities held by each of the Funds. Each of the Reporting Persons disclaims beneficial ownership of those securities in which they do not have a pecuniary interest and this report shall not be deemed an admission that they are the beneficial owners of these securities for purposes of Section 16, except to the extent of their pecuniary interests therein.

3. On June 30, 2022, Builders VC Entrepreneurs Fund I, L.P. acquired a warrant to purchase up to 32,629 shares of Old Notable Series C-1 Preferred Stock at an exercise price of $7.1319 per share. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 2,053 shares of the Issuer's ordinary shares at a per share exercise price of $113. The warrant is fully exercisable.

4. On June 30, 2022, Builders VC Fund I (Canada), L.P. acquired a warrant to purchase up to 74,915 shares of Old Notable Series C-1 Preferred Stock at an exercise price of $7.1319 per share. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 4,713 shares of the Issuer's ordinary shares at a per share exercise price of $113.

5. On June 30, 2022, Builders VC Fund I, L.P. acquired a warrant to purchase up to 453,054 shares of Old Notable Series C-1 Preferred Stock at an exercise price of $7.1319 per share. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 28,498 shares of the Issuer's ordinary shares at a per share exercise price of $113. The warrant is fully exercisable.

	/s/ James Kim	10/19/2023
	** Signature of Reporting Person	Date
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