Tempus AI (TEM) Form 4 Tempus AI / Ryan Fukushima ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fukushima Ryan

(Last) (First) (Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/13/2024		A		639,500(1)	A	$0	639,500	D
Class A Common Stock	06/14/2024		F(2)		187,957	D	$37	451,543	D
Non-Voting Common Stock	06/17/2024		C		725,664	D	(3)	0	D
Class A Common Stock	06/17/2024		C		725,664	A	(3)	1,177,207	D
Non-Voting Common Stock	06/17/2024		C		131,893	D	(3)	0	I	By Ryan Fukushima Irrevocable Family Trust
Class A Common Stock	06/17/2024		C		131,893	A	(3)	131,893	I	By Ryan Fukushima Irrevocable Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of previously granted restricted stock units ("RSUs") for which the liquidity event-based condition was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering. Certain of the RSUs remain subject to service-based vesting conditions, as follows: (i) 656 RSUs vest in three substantially equal quarterly installments commencing on August 1, 2024; (ii) 41,250 RSUs vest in eleven equal quarterly installments commencing on July 1, 2024; (iii) 19,500 RSUs vest in three equal quarterly installments commencing on June 30, 2024; (iv) 20,000 RSUs vest in 16 equal quarterly installments commencing on June 15, 2024; (v) 28,125 RSUs vest in three equal quarterly installments commencing on August 1, 2024; and (vi) 100,000 RSUs vest in eight equal quarterly installments commencing on March 31, 2025.

2. Represents shares withheld to satisfy withholding tax obligations upon the vesting of restricted stock units.

3. Each share of Non-Voting Common Stock automatically converted into one share of Class A Common Stock upon the closing of the Issuer's initial public offering of Class A Common Stock.

	/s/ Erik Phelps, Attorney-in-Fact	06/17/2024
	** 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 4 (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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