Beta Bionics (BBNX) Form 3 Beta Bionics / Mike Mensinger 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^*

Mensinger Mike

(Last) (First) (Middle)

C/O BETA BIONICS

11 HUGHES

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2025

3. Issuer Name and Ticker or Trading Symbol
Beta Bionics, Inc. [ BBNX ]

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

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

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
Series D Preferred Stock	(1)	(1)	Class B Common Stock(2)	15,107	(1)	D
Class B Common Stock Warrant (right to buy)	08/28/2023	08/27/2033	Class B Common Stock(2)	10,575	0.02	D
Employee Stock Option (right to buy)	(3)	09/13/2033	Class B Common Stock(2)	236,553	5.1	D

Explanation of Responses:

1. Each share of Series D Preferred Stock (the "Preferred Stock") is convertible into shares of Class B Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock will convert into the number of shares of Class B Common Stock of the Issuer shown in column 3 and subsequently into an equal number of shares of Common Stock of the Issuer. The Preferred Stock has no expiration date.

2. In accordance with the Issuer's Amended and Restated Certificate of Incorporation, the Issuer's outstanding shares of Class B Common Stock will convert into an equal number of shares of Common Stock immediately prior to the closing of the IPO.

3. One-fourth of the shares subject to this option shall vest one year after August 1, 2023, and thereafter 1/36th of the shares subject to this option shall vest on each monthly anniversary thereof.

	/s/ Stephen Feider, Attorney-in-Fact	01/29/2025
	** 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).
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