Form 4 for TEM Tempus AI, Inc.
Accepted 2024-06-25 00:00:00 ET · period of report 2024-06-17 · accession 0000905148-24-001787 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-06-25 | 2024-06-17 | TEM | Keywell Kimberly Jo | 10% | C - Cnv Deriv | — | +2.17M | 16.56M | +15% | — |
| DM | 2024-06-25 | 2024-06-17 | TEM | Keywell Kimberly Jo | 10% | C - Cnv Deriv | $0.00 | -2.17M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-06-17 | C | A | 2,169,420 | — | 16,560,249 | D | — | — | (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. (F3) This amount includes an additional 15,829 shares acquired by the Reporting Persons on June 17, 2024 in connection with the conversion of the Preferred Stock into Class A Common Stock upon the closing of the Issuer's initial public offering, pursuant to which the Issuer paid accrued and unpaid dividends on such shares of Preferred Stock in shares of Class A Common Stock. The issuance of such shares of Class A Common Stock qualifies for the exemption from Section 16 of the Securities Exchange Act pursuant to Rule 16a-9. (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. |
| 2 | Derivative | Series D Preferred Stock | 2024-06-17 | C | D | 63,652 | $0.00 | 0 | D | — · — to — | 63,652 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 3 | Derivative | Series C Preferred Stock | 2024-06-17 | C | D | 314,338 | $0.00 | 0 | D | — · — to — | 314,338 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 4 | Derivative | Series B-2 Preferred Stock | 2024-06-17 | C | D | 166,718 | $0.00 | 0 | D | — · — to — | 166,718 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 5 | Derivative | Series B-1 Preferred Stock | 2024-06-17 | C | D | 499,965 | $0.00 | 0 | D | — · — to — | 499,965 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 6 | Derivative | Series G Preferred Stock | 2024-06-17 | C | D | 15,557 | $0.00 | 0 | D | — · — to — | 15,557 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 7 | Derivative | Series A Preferred Stock | 2024-06-17 | C | D | 1,109,190 | $0.00 | 0 | D | — · — to — | 1,109,190 Class A Common Stock | (F2) Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (F1) Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |