Boundless Bio, Inc. Common Stock Form 3 Boundless Bio / DAVID A HINKLE 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^*

HINKLE DAVID A

(Last)

(First)

(Middle)

C/O BOUNDLESS BIO, INC.

9880 CAMPUS POINT DRIVE, SUITE 120

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2024

3. Issuer Name and Ticker or Trading Symbol
Boundless Bio, Inc. [ BOLD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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	100	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option	⁽¹⁾	06/01/2031	Common Stock	21,794	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽²⁾	06/06/2031	Common Stock	9,642	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽³⁾	12/05/2031	Common Stock	10,256	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽⁴⁾	06/12/2033	Common Stock	23,076	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽⁵⁾	06/12/2033	Common Stock	12,819	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽⁶⁾	02/14/2034	Common Stock	22,658	⁽⁸⁾⁽⁹⁾	D
Stock Option	⁽⁷⁾	03/26/2034	Common Stock	13,915	⁽⁸⁾⁽⁹⁾	D

Explanation of Responses:

1. The stock option vested as to 25% of the underlying shares on June 1, 2022, and vests as to the remaining underlying shares in 36 substantially equal monthly installments thereafter.

2. The stock option vests in 48 substantially equal monthly installments of the original number of underlying shares, which was 9,742 shares. The first installment vested on July 7, 2021. Prior to October 11, 2024, the reporting person partially exercised the stock option and purchased 100 of the underlying shares which had vested.

3. The stock option vests in 48 substantially equal monthly installments. The first installment vested on January 6, 2022.

4. The stock option vests in 48 substantially equal monthly installments. The first installment vested on July 13, 2023.

5. The stock option vests in 48 substantially equal monthly installments. The first installment vested on July 13, 2023.

6. The stock option vests in 48 substantially equal monthly installments. The first installment vested on March 15, 2024.

7. The stock option vests in 48 substantially equal monthly installments. The first installment vested on April 27, 2024.

8. The issuer repriced the stock option on August 19, 2024 (the "Repricing Date"). As of the Repricing Date, the exercise price was reduced to $3.56 per share, representing the fair market value per share of the issuer's common stock on the Repricing Date; provided, however, that the original exercise price before the repricing will apply if, prior to the Premium End Date (as defined below), the stock option is exercised or the reporting person's employment terminates for any reason other than a Qualifying Termination (as defined below). The "Premium End Date" means the earliest of: (i) August 19, 2026, (ii) the date immediately prior to the closing of a change in control, or (iii) the date of the reporting person's Qualifying Termination. A "Qualifying Termination" means (a) the involuntary termination of the reporting person's employment by the issuer due to a reduction in force (and other than for cause),

9. (Continued from footnote 8) or (b) the reporting person's termination of employment due to death or disability. The original exercise price (before the repricing) of each stock option that expires in 2031 or 2033 was $4.10 per share. The original exercise price of the stock option that expires in February 2034 was $8.19 per share, and the original exercise price of the stock option that expires in March 2034 was $16.00 per share.

Remarks:

Sr. VP, Finance, Controller, Treasurer Exhibit 24 - Power of Attorney.

	/s/ Jessica Oien, Attorney- in-Fact for David A. Hinkle	10/15/2024
	** 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).
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.

Boundless Bio, Inc. Common Stock (BOLD) Form 3Boundless Bio / DAVID A HINKLE ownership change