| 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
Nuburu, Inc. [ BURU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2024 | ||||||||||||||||||||||||||
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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(1) | 11/21/2024 | J(2) | 133,024(2) | D | $0 | 0(3) | D | |||
| Common Stock(4) | 11/21/2024 | J(5) | 52,862(5) | D | $0 | 0(3) | D | |||
| Common Stock(6) | 11/21/2024 | J(7) | 24,314(7) | D | $0 | 0(3) | D | |||
| Common Stock(8) | 11/21/2024 | J(9) | 19,979(9) | D | $0 | 0(3) | D | |||
| Common Stock(10) | 11/21/2024 | J(11) | 61,085(11) | A | $0 | 67,694(3) | D | |||
| Common Stock(12) | 2,339(3) | D | ||||||||
| Common Stock(13) | 1,355(3) | D | ||||||||
| Common Stock(14) | 11/21/2024 | J(15) | 25,544(15) | A | $0 | 25,863(3) | D | |||
| Common Stock(16) | 11/21/2024 | J(17) | 5,391(17) | A | $0 | 5,551(3) | D | |||
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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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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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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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with each of the other Reporting Persons and Daniel Hirsch. |
| 2. Represents a pro-rata distribution in-kind by Anzu Nuburu V LLC to its members for no consideration. |
| 3. On July 23, 2024, the Issuer completed a one-for-forty reverse stock split of its common stock. All of the share numbers reported herein have been adjusted to reflect this reverse stock split. |
| 4. These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 5. Represents a pro-rata distribution in-kind by Anzu Nuburu LLC to its members for no consideration. |
| 6. These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 7. Represents a pro-rata distribution in-kind by Anzu Nuburu II LLC to its members for no consideration. |
| 8. These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 9. Represents a pro-rata distribution in-kind by Anzu Nuburu III LLC to its members for no consideration. |
| 10. These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 11. Represents 14,223 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 7,285 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; 6,541 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members; and 33,036 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu V LLC to its members, in each case for no consideration. |
| 12. These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 13. These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 14. These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 15. Represents 2,784 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 618 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; 497 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members; and 21,645 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu V LLC to its members, in each case for no consideration. |
| 16. These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. |
| 17. Represents 3,210 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 1,434 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; and 747 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members, in each case for no consideration. |
| Remarks: |
| The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners LLC and share voting and dispositive power with respect to the securities held directly by Anzu Partners LLC. Mr. Seldin and Ms. Herman are managers of each of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (collectively, the "Anzu SPVs") and share voting and dispositive power with respect to the securities held directly by the Anzu SPVs. Mr. Hirsch is a director of the Issuer. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| /s/ Debrah Herman, attorney-in-fact for each of the Reporting Persons | 11/25/2024 | |
| ** 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. | ||
