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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/06/2024 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 02/06/2024 | C | 251,881 | A | (1) | 251,881 | D(2) | |||
Common Stock | 02/06/2024 | C | 674,658 | A | (1) | 674,658 | I | By Apeiron Presight Capital Fund II, L.P.((3) |
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 | ||||||||
Warrants to Purchase Series A Preferred Stock | (4) | 02/06/2024 | C | 444,561 | (4) | (4) | Common Stock | 69,304 | (4) | 0 | D(2) | ||||
Series A Preferred Stock | (1) | 02/06/2024 | C | 406,072 | (1) | (1) | Common Stock | 182,577 | (1) | 0 | D(2) | ||||
Series A Preferred Stock | (1) | 02/06/2024 | C | 1,063,918 | (1) | (1) | Common Stock | 478,359 | (1) | 0 | I | By Apeiron Presight Capital Fund II, L.P.(3) | |||
Series B Preferred Stock | (5) | 02/06/2024 | C | 416,665 | (5) | (5) | Common Stock | 196,299 | (1) | 0 | I | By Apeiron Presight Capital Fund II, L.P.(3) |
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. In connection with the closing of the Issuer's initial public offering, each share of Series A preferred stock automatically converted into common stock 2.2241 for 1 basis. |
2. The reportable securities are held by Apeiron Investment Group Ltd. ("Apeiron"). Christian Angermayer, as the majority shareholder of Apeiron, may be deemed to beneficially own the securities. |
3. The reportable securities are held by Apeiron Presight Capital Fund II, L.P. ("Apeiron Presight"). Apeiron Investment Group Ltd. ("Apeiron") and Fabian Hansen are the managing members of Presight Capital Management I, L.L.C. ("Presight Management"), which is the general partner of Apeiron Presight. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities. |
4. In connection with the closing of the Issuer's initial public offering, the Warrants were exercised on a cashless basis into shares of Series A Preferred Stock, which were automatically converted into shares of Common Stock on a 2.2241 for 1 basis. |
5. In connection with the closing of the Issuer's initial public offering, each share of Series B Preferred automatically converted into common stock on a 2.1226069 for 1 basis. |
Remarks: |
The Form 3 filed by the Reporting Persons on February 2, 2024 inadvertently included securities Apeiron SICAV Ltd. The Reporting Persons do not have voting or dispositve power over such securities and disclaim any beneficial ownership of such securities. As a result of foregoing, the Reporting Persons were inadvertently characterized as 10% owners. |
Apeiron Investment Group Ltd. By: /s/ Julien Hoefer, Director | 03/05/2024 | |
Apeiron Presight Capital Fund II, L.P. By: /s/ Julien Hoefer, Director | 03/05/2024 | |
/s/ Christian Angermayer | 03/05/2024 | |
** 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. | ||
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. |