Joshua Phillips Form 3 SERA PROGNOSTICS / Joshua Phillips 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^*

Phillips Joshua

(Last)

(First)

(Middle)

C/O SERA PROGNOSTICS, INC.

2749 EAST PARLEYS WAY, SUITE 200

(Street)

SALT LAKE CITY,

84109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

3. Issuer Name and Ticker or Trading Symbol
SERA PROGNOSTICS, INC. [ SERA ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	37,549	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	41,182	6.07⁽⁴⁾	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	231,678	5.2⁽⁵⁾	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	19,240	5.2⁽⁶⁾	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Series B-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	34,030	8.32⁽⁷⁾	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	24,942	9.02⁽⁸⁾	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	166,098	5.2⁽⁵⁾	I	Held by Catalyst Health Ventures (PF), L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	41,193	5.2⁽⁶⁾	I	Held by CHV Investments, LLC⁽¹⁾
Series B-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	85,577	8.32⁽⁷⁾	I	Held by CHV Investments, LLC⁽¹⁾
Series C-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	47,857	12.37⁽⁹⁾	I	Held by CHV Investments, LLC⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	39,116	9.02⁽⁸⁾	I	Held by CHV Investments, LLC⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	160,601	12.45⁽¹⁰⁾	I	Held by CHV Investments, LLC⁽¹⁾
Series C-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	32,335	12.37⁽⁹⁾	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	3,713	9.02⁽⁸⁾	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽¹⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	9,779	9.02	I	Held by CHV Investments, LLC⁽⁴⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	9,779	10.83	I	Held by CHV Investments, LLC⁽¹⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	6,235	9.02	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	6,235	10.83	I	Held by Catalyst Health Ventures, L.P.⁽¹⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	928	9.02	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽¹⁾
Warrants (Right to Buy)	⁽¹¹⁾	07/31/2029	Class A Common Stock	928	10.83	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽¹⁾

Explanation of Responses:

1. CHV GP LLC is the general partner of Catalyst Health Ventures, L.P. ("CHV LP") and Catalyst Health Ventures (PF), L.P. ("CHV PF"). CHV III GP LLC is the general partner of CHV Investments LLC ("CHV Investments") and Catalyst Health Ventures Follow-on Fund, L.P. ("CHV FO", together with CHV LP, CHV PF and CHV Investments, the "CHV Funds"). Joshua Phillips, a member of the Issuer's board of directors, is a managing ember of CHV GP LLC and CHV III GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC, and CHV III GP LLC. The securities held by the CHV Funds may be deemed to be beneficially owned by Joshua Phillips. Joshua Phillips disclaims beneficial ownership of these securities except to the extent of his pecuniary benefit therein.

2. The shares of preferred stock will automatically convert into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

3. Not applicable

4. The Issuer's Series A-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $6.07 per share. The Series A-1 Preferred Stock has no expiration date.

5. The Issuer's Series A-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series A-2 Preferred Stock has no expiration date.

6. The Issuer's Series B-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series B-1 Preferred Stock has no expiration date.

7. The Issuer's Series B-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $8.32 per share. The Series B-2 Preferred Stock has no expiration date.

8. The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date.

9. The Issuer's Series C-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.37 per share. The Series C-1 Preferred Stock has no expiration date.

10. The Issuer's Series E Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.45 per share. The Series E Preferred Stock has no expiration date.

11. Immediately exercisable.

Remarks:

Exhibits 24.1 - Power of Attorney

	/s/ Nishanti Dharia, Attorney-in-fact	07/14/2021
	** 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 5 (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.
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Joshua Phillips Form 3SERA PROGNOSTICS / Joshua Phillips ownership change