OS Therapies (OSTX) Form 4 OS Therapies / Theodore F. Search 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^*

Search Theodore F.

(Last) (First) (Middle)

C/O OS THERAPIES INCORPORATED

15825 SHADY GROVE ROAD, SUITE 135

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2024

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
Common stock, par value $0.001 per share ("Common Stock")	08/02/2024		C		101,765(1)	A	(1)	139,265	I	Mill River Partners LLC(4)
Common Stock	08/02/2024		C		266,306(2)	A	(2)	405,571	I	Mill River Partners LLC(4)
Common Stock	08/02/2024		C		30,264(3)	A	(3)	435,835	I	Mill River Partners LLC(4)
Common Stock								20,000	D

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. These shares of Common Stock were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering, of a convertible promissory note held by Mill River Partners LLC ("MRP") in the principal amount of $25,000 at a conversion price of $0.39 per share.

2. These shares of Common Stock were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering, of a convertible promissory note held by MRP in the principal amount of $75,000 at a conversion price of $0.39 per share.

3. These shares of Common Stock were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering, of a convertible promissory note held by MRP in the principal amount of $50,000 at a conversion price of $2.00 per share.

4. Theodore F. Search serves on the board of managers of MRP and shares voting and investment power with respect to these shares.

	/s/ Theodore F. Search	08/06/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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