AN2 Therapeutics (ANTX) Form 4 AN2 Therapeutics / Kabeer Aziz 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^*

Aziz Kabeer

(Last) (First) (Middle)

C/O AN2 THERAPEUTICS, INC.

1800 EL CAMINO REAL, SUITE D

(Street)

MENLO PARK CA 94027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AN2 Therapeutics, Inc. [ ANTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

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
Common Stock	03/29/2022		C		1,651,636	A	(1)	1,651,636	I	By Adjuvant Global Health Technology Fund, L.P.(2)
Common Stock	03/29/2022		C		312,415	A	(1)	312,415	I	By Adjuvant Global Health Technology Fund DE, L.P.(3)
Common Stock	03/29/2022		C		392,433	A	(1)	2,044,069	I	By Adjuvant Global Health Technology Fund, L.P.(2)
Common Stock	03/29/2022		C		74,230	A	(1)	386,645	I	By Adjuvant Global Health Technology Fund DE, L.P.(3)
Common Stock	03/29/2022		P		166,666	A	$15	2,210,735	I	By Adjuvant Global Health Technology 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
Series A Convertible Preferred Stock	(1)	03/29/2022		C			1,651,636	(1)	(1)	Common Stock	1,651,636	$0.00	0	I	By Adjuvant Global Health Technology Fund, L.P.(2)
Series A Convertible Preferred Stock	(1)	03/29/2022		C			312,415	(1)	(1)	Common Stock	312,415	$0.00	0	I	By Adjuvant Global Health Technology Fund DE, L.P.(3)
Series B Convertible Preferred Stock	(1)	03/29/2022		C			392,433	(1)	(1)	Common Stock	392,433	$0.00	0	I	By Adjuvant Global Health Technology Fund, L.P.(2)
Series B Convertible Preferred Stock	(1)	03/29/2022		C			74,230	(1)	(1)	Common Stock	74,230	$0.00	0	I	By Adjuvant Global Health Technology Fund DE, L.P.(3)

Explanation of Responses:

1. Each share of Preferred Stock automatically converts on a one-for-one basis into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The shares of Preferred Stock have no expiration date.

2. Shares held directly by Adjuvant Global Health Technology Fund, L.P. ("AGHT Fund"). The sole general partner of AGHT Fund is Adjuvant Capital GP, L.P. ("AC GP") and the sole general partner of AC GP is Adjuvant Capital Management, L.L.C. ("AC MGMT"). The Reporting Person is a member of the Issuer's board of directors and is Secretary of AC MGMT, and may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

3. Shares held directly by Adjuvant Global Health Technology Fund DE, L.P. ("AGHT Fund DE"). The sole general partner of AGHT Fund DE is AC GP and the sole general partner of AC GP is AC MGMT. The Reporting Person is a member of the Issuer's board of directors and is Secretary of AC MGMT, and may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

Remarks:

	/s/ Lucy Day, Attorney-in-Fact for Kabeer Aziz	03/31/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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