Stephen David Prior Form 3 AN2 Therapeutics / Stephen David Prior 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^*

Prior Stephen David

(Last) (First) (Middle)

C/O AN2 THERAPEUTICS, INC.

1800 EL CAMINO REAL, SUITE D

(Street)

MENLO PARK CA 94027

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2024

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

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

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

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)
Common Stock	25,217(1)	D

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
Stock Option (right to buy)	(2)	10/13/2032	Common Stock	46,000	0	D
Stock Option (right to buy)	(3)	02/14/2033	Common Stock	29,200	0	D
Stock Option (right to buy)	(4)	03/14/2034	Common Stock	35,000	0	D

Explanation of Responses:

1. Includes a balance of 17,500 Restricted Stock Units ("RSUs"). RSUs vest as follows: 1/16th of RSUs vest quarterly over four years from January 1, 2024 until fully vested on January 1, 2028, subject to the Reporting Person's continuous service as of such date.

2. The shares subject to the option are exercisable and vest as follows: 1/4th of the shares vest and becomes exercisable on September 20, 2023. Thereafter, 1/48th of the shares vest and becomes exercisable monthly over the following three years until fully vested and exercisable on September 20, 2026, subject to the Reporting Person's continuous service as of such date.

3. The shares subject to the option are exercisable and vest as follows: 1/48th of the shares vest and becomes exercisable monthly over four years from January 1, 2023 until fully vested and exercisable on January 1, 2027, subject to the Reporting Person's continuous service as of such date.

4. The shares subject to the option shall continue to vest and become exercisable as originally approved through December 31, 2024. On January 1, 2025, 1/3 of the remaining unvested shares (rounded down to the nearest whole number of shares) shall vest and all remaining unvested shares shall vest on January 1, 2026, in each case, subject to the Reporting Person continuing to provide services to the Company as an employee, consultant or director of the Company through each applicable vesting date.

Remarks:

Exhibits: Power of Attorney

	/s/ Lucy Day, Attorney-in-Fact for Stephen David Prior	11/05/2024
	** 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 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).
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