CERo Therapeutics (CERO) Form 4 CERO THERAPEUTICS / Gary Kahing Yeung ownership change

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^*

YK Bioventures Opportunities GP I, LLC

(Last) (First) (Middle)

398 PRIMROSE ROAD, SUITE 328

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CERO THERAPEUTICS HOLDINGS, INC. [ CERO ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2024

4. 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 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	10/10/2024		S		3,250,000	D	$0.1(1)	22,620,783	I	By YK Bioventures Opportunities Fund I, L.P.(2)

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

1. Name and Address of Reporting Person^*

YK Bioventures Opportunities GP I, LLC

(Last) (First) (Middle)

398 PRIMROSE ROAD, SUITE 328

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

YK Bioventures Opportunities Fund I, L.P.

(Last) (First) (Middle)

398 PRIMROSE ROAD, SUITE 328

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kossar Mitchell William

(Last) (First) (Middle)

C/O YK BIOVENTURES

398 PRIMROSE ROAD, SUITE 328

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yeung Gary Kahing

(Last) (First) (Middle)

C/O YK BIOVENTURES

398 PRIMROSE ROAD, SUITE 328

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $0.09 to $0.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

2. Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

	YK Bioventures Opportunities GP I, LLC, By /s/ Gary K. Yeung, Managing Partner	11/14/2024
	YK Bioventures Opportunities Fund I, L.P., By YK Bioventures Opportunities GP I, LLC, its General Partner, By /s/ Gary K. Yeung, Managing Partner	11/14/2024
	/s/ Mitchell W. Kossar	11/14/2024
	/s/ Gary K. Yeung	11/14/2024
	** Signature of Reporting Person	Date
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