Jr. Michael Conick Hanley Form 3 Alto Neuroscience / Jr. Michael Conick Hanley 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^*

Hanley Jr. Michael Conick

(Last) (First) (Middle)

C/O ALTO NEUROSCIENCE, INC.

369 SOUTH SAN ANTONIO ROAD

(Street)

LOS ALTOS CA 94022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2024

3. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ]

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

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

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)	02/28/2034	Common Stock	8,000	14.88	D

Explanation of Responses:

1. 25% of the shares underlying the option vested or shall vest on each of March 22, 2024, April 22, 2024, May 22, 2024, and June 20, 2024, subject to the Reporting Person's continuous service through each vesting date. The option was granted pursuant to a consulting agreement between the Issuer and the Reporting Person dated July 20, 2023, as amended on February 22, 2024.

	/s/ Erin R. McQuade, Attorney-in-Fact	05/22/2024
	** 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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