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 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/07/2024 |
3. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) |
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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 967,188(1) | (1) | I | See Footnote(2) |
Series A-2 Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 1,940,388(1) | (1) | I | See Footnote(2) |
Series B Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 880,364(1) | (1) | I | See Footnote(2) |
Series B Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 735,984(1) | (1) | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock has no expiration date and is convertible into the Issuer's Common Stock on a 1-for-4.5511 basis at any time. The number of underlying shares of Common Stock reported in Column 3 reflects an automatic conversion of each outstanding share of Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock into shares of Common Stock at a ratio of 1-for-4.5511 to be effective immediately prior to the closing of the Issuer's initial public offering. |
2. Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The voting and dispositive control over Westlake GP I is shared by the managing directors of Westlake GP I, Beth Seidenberg and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake I except to the extent of such person's pecuniary interest therein, if any. |
3. Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The voting and dispositive control over Westlake Opportunity GP I is shared by the managing directors of Westlake Opportunity GP I, Beth Seidenberg and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of such person's pecuniary interest therein, if any. |
Remarks: |
Exhibit 24 - Power of Attorney |
By: /s/ Jennifer L. Kercher, as Attorney-in-Fact | 02/07/2024 | |
** 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 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. | ||
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. |