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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bicara Therapeutics Inc. [ BCAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/16/2024 | C(1) | 4,327,365 | A | $0.00 | 4,443,122 | I | By Biocon Limited(2) | ||
| Common Stock | 09/16/2024 | C(1) | 1,080,775 | A | $0.00 | 1,080,775 | I | By Biocon Pharma Inc.(3) | ||
| Common Stock | 09/16/2024 | C(1) | 324,552 | A | $0.00 | 324,552 | I | By Glentech International(4) | ||
| Common Stock | 09/16/2024 | C(1) | 432,736 | A | $0.00 | 432,736 | I | By Carica Investments(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $18 | 09/12/2024 | A | 23,746 | (6) | 09/12/2034 | Common Stock | 23,746 | $0.00 | 23,746 | D | ||||
| Series Seed Redeemable Convertible Preferred Stock | (1) | 09/16/2024 | C(1) | 40,000,000 | (1) | (1) | Common Stock | 4,327,365 | $0.00 | 0 | I | By Biocon Limited(2) | |||
| Series Seed Redeemable Convertible Preferred Stock | (1) | 09/16/2024 | C(1) | 9,990,144 | (1) | (1) | Common Stock | 1,080,775 | $0.00 | 0 | I | By Biocon Pharma Inc.(3) | |||
| Series Seed Redeemable Convertible Preferred Stock | (1) | 09/16/2024 | C(1) | 3,000,000 | (1) | (1) | Common Stock | 324,552 | $0.00 | 0 | I | By Glentech International(4) | |||
| Series Seed Redeemable Convertible Preferred Stock | (1) | 09/16/2024 | C(1) | 4,000,000 | (1) | (1) | Common Stock | 432,736 | $0.00 | 0 | I | By Carica Investments(5) | |||
| Explanation of Responses: |
| 1. Upon the closing of the Issuer's initial public offering, each share of Series Seed Redeemable Convertible Preferred Stock (the "Preferred Stock") automatically converted into Common Stock on a 9.2435-to-one basis without payment of consideration. The Preferred Stock had no expiration date. |
| 2. Shares held by Biocon Limited ("Biocon Ltd"). The Reporting Person is the managing member of Biocon Ltd and disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 3. Shares held by Biocon Pharma Inc. ("Biocon Pharma"). The Reporting Person is the managing member of Biocon Pharma and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 4. Shares held by Glentech International ("Glentech"). The Reporting Person is the managing member of Glentech and disclaims beneficial ownership of such shares for purposes of Section 16 of Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 5. Shares held by Carica Investments ("Carica"). The Reporting Person is the managing partner of Carica and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 6. The shares underlying this option shall vest upon the earlier of (i) August 16, 2025 and (ii) the date of the next Annual Meeting of Stockholders of the Issuer, subject to the Reporting Person's continued service on such vesting date. |
| /s/ Lara Meisner, Attorney-in-Fact | 09/16/2024 | |
| ** 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). | ||
| 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. | ||