| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DA32 Life Science Tech Acquisition Corp. [ DALS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/30/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 07/30/2021 | P(1) | 800,000 | A | $10 | 800,000 | D(2) | |||
| Class A Common Stock | 07/30/2021 | A(3) | 650,000 | A | $10 | 1,450,000 | I | Through DA32 Sponsor LLC(2)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
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. Section 32 Fund 3, LP purchased 800,000 shares of the Issuer's Class A common stock for $10.00 per share in the Issuer's initial public offering. |
| 2. This Form 4 is filed jointly by Section 32 Fund 3, LP ("S32 Fund"), Section 32 GP 3, LLC ("S32 GP") and William J. Maris (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 3. DA32 Sponsor LLC ("Sponsor") purchased 650,000 private placement shares of the Issuer directly from the Issuer for $10.00 per share, concurrently with the Issuer's initial public offering. This purchase was exempted pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended. |
| 4. Sponsor is the record holder of the securities reported herein. As a managing member of Sponsor, S32 Fund may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of S32 Fund, S32 GP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole Managing Member of S32 GP, William J. Maris may be deemed to beneficially own securities owned directly by Sponsor. |
| Remarks: |
| See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Henrikki Harsu, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1, 24.2 and 24.3 to a Form 3 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on July 27, 2021 by Section 32 Fund 3, LP, Section 32 GP 3, LLC and William J Maris. Steve Kafka, an employee of Section 32 Fund 3, LP, serves as a director of the Issuer. |
| /s/ Henrikki Harsu, Attorney-in-Fact for Section 32 Fund 3, LP | 08/03/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for Section 32 GP 3, LLC | 08/03/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for William J Maris | 08/03/2021 | |
| ** 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. | ||
| 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. | ||
