P. Kent Hawryluk Form 3 MBX Biosciences / P. Kent Hawryluk 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hawryluk P. Kent

(Last)

(First)

(Middle)

C/O MBX BIOSCIENCES, INC.

11711 N. MERIDIAN STREET, SUITE 300

(Street)

CARMEL

46032

(City)

(State)

(Zip)

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

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

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

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

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)
Common Stock	197,551	D
Common Stock	282,363	I	By Trust⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	11/06/2032	Common Stock	312,567	3.25	D
Stock Option (right to buy)	⁽³⁾	08/14/2033	Common Stock	718,391	7.82	D
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	167,664	⁽⁴⁾	D
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	28,755	⁽⁴⁾	I	By Trust⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	116,182	⁽⁴⁾	D
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	6,402	⁽⁴⁾	I	By Trust⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	80,757	⁽⁴⁾	I	By Trust⁽¹⁾

Explanation of Responses:

1. Shares held by the P. Kent Hawryluk Revocable Trust dated January 25, 2011, of which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

2. 1/48th of the shares underlying this option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of November 7, 2022, subject to the Reporting Person's continued service on each such vesting date.

3. 1/48th of the shares underlying this option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of August 15, 2023, subject to the Reporting Person's continued service on each such vesting date.

4. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-12.0221 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Richard Bartram, 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).
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.

P. Kent Hawryluk Form 3MBX Biosciences / P. Kent Hawryluk ownership change