Canaan Partners XI Form 3 Tyra Biosciences / 2020+ Co-Investment L.P. Series 7 Canaan 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^*

Canaan XI L.P.

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2021

3. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)

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
Series A Preferred Stock	(1)	(1)	Common Stock	3,463,201	0.00	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock	473,394	0.00	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock	473,396	0.00	D(3)

1. Name and Address of Reporting Person^*

Canaan XI L.P.

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Canaan Partners XI LLC

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Canaan 2020+ Co-Investment L.P. Series 7

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Canaan Partners 2020+ Co-Investment LLC

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") are convertible, at any time, at the holder's election, to shares of the Issuer's common stock ("Shares") at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.5974. The Series A Preferred Stock and Series B Preferred Stock has no expiration date.

2. The shares are held directly by Canaan XI L.P. ("Canaan XI"). The sole general partner of Canaan XI is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any.

3. The shares are held directly by Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7"). The sole general partner of Canaan Series 7 is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	Canaan XI L.P., By: Canaan Partners XI LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact	09/14/2021
	Canaan Partners XI LLC, By: /s/ Nancy Levenson, Attorney-in-Fact	09/14/2021
	Canaan 2020+ Co-Investment L.P. - Series 7, By: Canaan Partners 2020+ Co-Investment LLC, as General Partner, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer	09/14/2021
	Canaan Partners 2020+ Co-Investment LLC, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer	09/14/2021
	** Signature of Reporting Person	Date
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