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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/14/2023 |
3. Issuer Name and Ticker or Trading Symbol
RayzeBio, Inc. [ RYZB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 Convertible Preferred Stock | (1) | (1) | Common Stock | 3,786,957 | (1) | I | See Footnote(3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 778,058 | (1) | I | See Footnote(3) |
Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 345,803 | (1) | I | See Footnote(4) |
Series C Convertible Preferred Stock | (2) | (2) | Common Stock | 247,343 | (2) | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis without payment of additional consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date. |
2. Each share Series C Convertible Preferred Stock (the "Series C Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis without payment of additional consideration. Upon the closing of the IPO, the Series C Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series C Preferred Stock has no expiration date. |
3. These shares are held of record by Versant Venture Capital VII, L.P. ("Versant VII"). Versant Ventures VII GP-GP, LLC ("Versant VII GP LLC") is the general partner of Versant Ventures VII GP, L.P. ("Versant VII GP LP"), which is the general partner of Versant VII, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Versant VII GP LLC and Versant VII GP LP disclaims beneficial ownership of the shares held by Versant VII, except to the extent of their respective pecuniary interests therein, if any. |
4. These shares are held of record by Versant Vantage I, L.P. ("Vantage I"). Versant Vantage I GP-GP, LLC ("Vantage I GP LLC") is the general partner of Versant Vantage I GP, L.P. ("Vantage I GP LP"), which is the general partner of Vantage I, and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of Vantage I GP LLC and Vantage I GP LP disclaims beneficial ownership of the shares held by Vantage I, except to the extent of their respective pecuniary interests therein, if any. |
Remarks: |
/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC | 09/14/2023 | |
/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P. | 09/14/2023 | |
/s/ Max Eisenberg, Chief Operating Officer, Versant Ventures VII GP-GP, LLC, general partner of Versant Ventures VII GP, L.P., general partner of Versant Venture Capital VII, L.P. | 09/14/2023 | |
/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC | 09/14/2023 | |
/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P. | 09/14/2023 | |
/s/ Max Eisenberg, Chief Operating Officer, Versant Vantage I GP-GP, LLC, general partner of Versant Vantage I GP, L.P., general partner of Versant Vantage I, L.P. | 09/14/2023 | |
** 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. |