Joshua Phillips Form 4 SERA PROGNOSTICS / Joshua Phillips 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^*

Phillips Joshua

(Last) (First) (Middle)

C/O SERA PROGNOSTICS, INC.

2749 EAST PARLEYS WAY, SUITE 200

(Street)

SALT LAKE CITY UT 84109

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

4. 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 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
Class A Common Stock	06/03/2024		J(1)		381,869	D	$0	6,753	I	Held by Catalyst Health Ventures, L.P.(2)
Class A Common Stock	06/03/2024		J(3)		156,332	D	$0	9,766	I	Held by Catalyst Health Ventures (PF), L.P.(2)
Class A Common Stock	06/03/2024		J(4)		1,473	A	$0	29,258(5)	D
Class A Common Stock	06/03/2024		J(6)		356,660	D	$0	17,684	I	Held by CHV Investments, LLC(2)
Class A Common Stock	06/03/2024		J(7)		2,297	A	$0	2,297	I	Held by Trust(8)
Class A Common Stock	06/03/2024		J(7)		5,034	A	$0	34,292	D
Class A Common Stock	06/03/2024		J(9)		36,040	D	$0	8	I	Held by Catalyst Health Ventures Follow-on Fund, 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

Explanation of Responses:

1. Catalyst Health Ventures, L.P. ("CHV LP") distributed these shares to its limited partners on a pro rata basis, for no consideration.

2. CHV GP LLC is the general partner of CHV LP and Catalyst Health Ventures (PF), L.P. ("CHV PF"). CHV I GP LLC (formerly known as "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 member of CHV GP LLC and CHV I GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC, and CHV I 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.

3. CHV PF distributed these shares to its limited partners on a pro rata basis, for no consideration.

4. Represents the pro-rata distribution from CHV PF, and not a purchase or sale, without additional consideration.

5. Includes 25,815 shares received as a pro-rata distribution from CHV LP and 1,970 shares received as a pro-rata distribution from CHV PF. In prior reports, the reporting person reported beneficial ownership of 388,622 shares held directly by CHV LP and 166,098 shares held directly by CHV PF.

6. CHV Investments distributed these shares to its limited members on a pro rata basis, for no consideration.

7. Represents the pro-rata distribution from CHV Investments, and not a purchase or sale, without additional consideration.

8. The shares are held by a living trust, of which the reporting person is a trustee and in which the reporting person has a beneficial interest.

9. CHV FO distributed these shares to its limited partners on a pro rata basis, for no consideration.

Remarks:

	/s/ Benjamin G. Jackson, Attorney-in-fact	06/05/2024
	** 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).
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