BioAge Labs (BIOA) Form 3 BioAge Labs / Kristen Fortney 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^*

Fortney Kristen

(Last) (First) (Middle)

C/O BIOAGE LABS, INC.

1445A SOUTH 50TH STREET

(Street)

RICHMOND CA 94804

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2024

3. Issuer Name and Ticker or Trading Symbol
BioAge Labs, Inc. [ BIOA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive 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)
Common Stock	1,210,056	D

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)	04/29/2031	Common Stock	243,714	10.27	D
Stock Option (Right to Buy)	(2)	05/28/2032	Common Stock	115,650	7.23	D
Stock Option (Right to Buy)	(3)	03/15/2033	Common Stock	115,650	10.85	D
Stock Option (Right to Buy)	(4)	04/16/2034	Common Stock	708,044	8.39	D
Stock Option (Right to Buy)	(5)	09/16/2028	Common Stock	5,955	3.08	I	By Spouse(6)
Stock Option (Right to Buy)	(7)	04/29/2031	Common Stock	49,757	10.27	I	By Spouse(6)

Explanation of Responses:

1. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on January 16, 2021, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.

2. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on April 1, 2022, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date

3. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on April 1, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.

4. The option vested or vests as to 1/48th of the total award monthly, with the first tranche vesting on May 17, 2024, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. Additionally, the entire award is exercisable at any time pursuant to an early exercise feature of the option award.

5. The option became fully vested on June 18, 2022.

6. Represents an employee stock option directly held by the reporting person's spouse.

7. The option vested or vests as to 1/120th of the total award monthly, with the first tranche vesting on April 1, 2021, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the option holder's continued service to the Issuer on each vesting date. Additionally, the entire award is exercisable at any time pursuant to an early exercise feature of the option award.

	/s/ Dov A. Goldstein as attorney-in-fact	09/25/2024
	** 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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