Polaris Partners VII Form 4 Camp4 Therapeutics / AMY W SCHULMAN ownership change

SEC Form 4

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^*

Polaris Management Co. VII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	10/15/2024		C(1)		1,250,061	A	(1)	1,250,061	I	See footnote(2)
Common Stock	10/15/2024		C(1)		87,448	A	(1)	87,448	I	See footnote(3)
Common Stock	10/15/2024		C(4)		353,718	A	(4)	1,603,779	I	See footnote(2)
Common Stock	10/15/2024		C(4)		24,745	A	(4)	112,193	I	See footnote(3)
Common Stock	10/15/2024		P		909,090	A	$11	909,090	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A Prime Preferred Stock	(1)	10/15/2024		C			14,020,475	(1)	(1)	Common Stock	1,250,061	(1)	0	I	See Footnote(2)
Series A Prime Preferred Stock	(1)	10/15/2024		C			980,829	(1)	(1)	Common Stock	87,448	(1)	0	I	See Footnote(3)
Series B Preferred Stock	(4)	10/15/2024		C			3,967,234	(4)	(4)	Common Stock	353,718	(4)	0	I	See Footnote(2)
Series B Preferred Stock	(4)	10/15/2024		C			277,536	(4)	(4)	Common Stock	24,745	(4)	0	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Polaris Management Co. VII, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Partners VII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Entrepreneurs' Fund VII, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE

8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Partners X, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Partners GP X, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHULMAN AMY W

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. On October 15, 2024, the shares of Series A Prime Convertible Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. The reported securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, Amir Nashat, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "PMC VII Managing Members") are the managing members of PMC VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. On October 15, 2024, the shares of Series B Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

5. The reported securities are owned directly by Polaris Partners X, L.P. ("PP X"). Polaris Partners GP X, L.L.C. ("PPGP X") is the general partner of PP X. Each of Amy Schulman and Brian Chee are the managing members of PPGP X (the "PPGP X Managing Members"). Amir Nashat ("Mr. Nashat"), a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat, in their respective capacities with respect to PPGP X, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PPGP X Managing Members, Mr. Nashat or PPGP X is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

PP X's purchase of the Issuer's common stock was also reported on a Form 3 filed by PPGP X, PP X, and the PPGP X Managing Members on the date hereof. Brian Chee is a managing member of PPGP X and in his capacity as such would be considered a reporting person. Mr. Chee is not listed as a reporting person herein because he does not have codes for the EDGAR system at this time.

	/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Partners VII, L.P.	10/15/2024
	/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C.	10/15/2024
	/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Entrepreneurs' Fund VII, L.P.	10/15/2024
	/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C., general partner of Polaris Partners X, L.P.	10/15/2024
	/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C.	10/15/2024
	/s/ Lauren Crockett, as attorney-in-fact for Brian Chee	10/15/2024
	/s/ Lauren Crockett, as attorney-in-fact for Amy Schulman	10/15/2024
	** Signature of Reporting Person	Date
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