| 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 |
|
|||||||||||||||
| 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
Zenas BioPharma, Inc. [ ZBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 09/16/2024 | C(1) | 1,505,388 | A | (1) | 1,505,388 | I | See Note 2(2) | ||
| Common Stock | 09/16/2024 | P | 441,176 | A | $17 | 1,946,564 | I | See Note 2(2) | ||
| Common Stock | 09/16/2024 | C(1) | 501,796 | A | (1) | 501,796 | I | See Note 3(3) | ||
| Common Stock | 09/16/2024 | P | 1,352,942 | A | $17 | 1,854,738 | I | See Note 3(3) | ||
| Common Stock | 09/16/2024 | C(1) | 669,061 | A | (1) | 669,061 | I | See Note 4(4) | ||
| Common Stock | 09/16/2024 | P | 441,176 | A | $17 | 1,110,237 | I | See Note 4(4) | ||
|
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 | ||||||||
| Series C Convertible Preferred Stock | (1) | 09/16/2024 | C | 13,071,439 | (1) | (1) | Common Stock | 1,505,388 | (1) | 0 | I | See Note 2(2) | |||
| Series C Convertible Preferred Stock | (1) | 09/16/2024 | C | 4,357,146 | (1) | (1) | Common Stock | 501,796 | (1) | 0 | I | See Note 3(3) | |||
| Series C Convertible Preferred Stock | (1) | 09/16/2024 | C | 5,809,528 | (1) | (1) | Common Stock | 669,061 | (1) | 0 | I | See Note 4(4) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 2. The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners II, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners II, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| 3. The reported securities are held directly by AMZL, LP. SR One Capital SMA Partners, LP is the general partner of AMZL, LP, and SR One Capital Management, LLC is the general partner of SR One Capital SMA Partners, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital SMA Partners, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| 4. The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Opportunities Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Opportunities Partners I, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein. |
| /s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC | 09/16/2024 | |
| /s/ Sasha Keough, attorney-in-fact for Simeon George | 09/16/2024 | |
| ** 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. | ||
