Todd Harris Form 3 Tyra Biosciences / Todd Harris 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^*

Harris Todd

(Last) (First) (Middle)

C/O TYRA BIOSCIENCES, INC.

2656 STATE STREET

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

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

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	1,662,336(1)	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
Series A Preferred Stock	(2)	(2)	Common Stock	34,007	0.00	D
Stock Option (Right to Buy)	(3)	03/09/2031	Common Stock	178,202	2.25	D
Stock Option (Right to Buy)	(4)	03/09/2031	Common Stock	429,012	2.25	D

Explanation of Responses:

1. Includes 464,088 shares subject to repurchase by us, which are subject to vesting.

2. The shares of Series A Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.5974. The Series A Preferred Stock has no expiration date.

3. 1/48th of the shares subject to the option vest monthly following March 5, 2021, the vesting commencement date.

4. 1/48th of the shares subject to the option vest monthly following March 5, 2021, the vesting commencement date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ John Healy, Attorney-in Fact	09/14/2021
	** 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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