OS Therapies (OSTX) Form 3 OS Therapies / John Ciccio 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^*

Ciccio John

(Last) (First) (Middle)

C/O OS THERAPIES INCORPORATED

15825 SHADY GROVE ROAD, SUITE 135

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2024

3. Issuer Name and Ticker or Trading Symbol
OS Therapies Inc [ OSTX ]

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

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

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, par value $0.001 per share ("Common Stock")	20,000	D
Common Stock	37,500	I	Mill River Partners LLC(1)

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
Convertible Promissory Note	(2)	10/31/2024	Common Stock	$25,000	(2)	I	Mill River Partners LLC(1)
Convertible Promissory Note	(2)	10/31/2024	Common Stock	$75,000	(2)	I	Mill River Partners LLC(1)
Convertible Promissory Note	(3)	10/31/2024	Common Stock	$50,000	(3)	I	Mill River Partners LLC(1)

Explanation of Responses:

1. John Ciccio serves on the board of managers of Mill River Partners LLC and shares voting and investment power with respect to these shares.

2. Represents the outstanding principal amount of convertible promissory notes held by Mill River Partners LLC, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock at a conversion price of 80% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $19 million.

3. Represents the outstanding principal amount of a convertible promissory note held by Mill River Partners LLC, which will automatically convert upon consummation of the Issuer's initial public offering into shares of Common Stock at a conversion price of 50% of the price per share in the Issuer's initial public offering, subject to a valuation ceiling of $50 million.

	/s/ John Ciccio	07/31/2024
	** 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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