John J Orloff Form 3 Zenas BioPharma / JOHN J ORLOFF 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^*

ORLOFF JOHN J

(Last) (First) (Middle)

C/O ZENAS BIOPHARMA, INC.

1000 WINTER STREET, SUITE 1200

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2024

3. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]

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
Stock Option (Right to Buy)	(1)	03/10/2032	Common Stock	5,758	7.82	D
Stock Option (Right to Buy)	(2)	02/20/2033	Common Stock	11,516	9.3	D
Stock Option (Right to Buy)	(3)	02/26/2034	Common Stock	23,033	11.9	D

Explanation of Responses:

1. The option vests in equal annual installments over three years beginning on December 16, 2022, the first anniversary of the vesting commencement date, subject to continued service.

2. The option vests in equal annual installments over three years beginning on February 21, 2024, the first anniversary of the vesting commencement date, subject to continued service.

3. The option vests in equal annual installments over three years beginning on February 27, 2025, the first anniversary of the vesting commencement date, subject to continued service.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Chase Jayasekera, Attorney-in-Fact	09/12/2024
	** 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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