Form 4 for ZBIO Zenas BioPharma, Inc.
Accepted 2024-09-16 00:00:00 ET · period of report 2024-09-16 · accession 0000950170-24-106979 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-09-16 | 2024-09-16 | ZBIO | Nunn Jason Raleigh | Dir | C - Cnv Deriv | — | +2.17M | 669.1K | New | — |
| DMI | 2024-09-16 | 2024-09-16 | ZBIO | Nunn Jason Raleigh | Dir | P - Purchase | $17.00 | +882.4K | 1.11M | +387% | +$15.00M |
| D | 2024-09-16 | 2024-09-12 | ZBIO | Nunn Jason Raleigh | Dir | A - Grant | $0.00 | +37.0K | 37.0K | New | $0 |
| DMI | 2024-09-16 | 2024-09-16 | ZBIO | Nunn Jason Raleigh | Dir | C - Cnv Deriv | — | -18.88M | 0 | -100% | — |
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 | Common Stock | 2024-09-16 | C | A | 1,505,388 | — | 1,505,388 | I See Note 2 | — | — | (F1) On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. (F2) The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 2 | Common | Common Stock | 2024-09-16 | C | A | 669,061 | — | 669,061 | I See Note 3 | — | — | (F1) On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. (F3) The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 3 | Common | Common Stock | 2024-09-16 | P | A | 441,176 | $17.00 | 1,946,564 | I See Note 2 | — | — | (F2) The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 4 | Common | Common Stock | 2024-09-16 | P | A | 441,176 | $17.00 | 1,110,237 | I See Note 3 | — | — | (F3) The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 5 | Derivative | Stock Option (Right to Buy) | 2024-09-12 | A | A | 37,000 | $0.00 | 37,000 | D See Note 2 | $17.00 · — to 2034-09-11 | 37,000 Common Stock | (F2) The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. (F4) The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service. |
| 6 | Derivative | Series C Convertible Preferred Stock | 2024-09-16 | C | D | 5,809,528 | — | 0 | I | — · — to — | 669,061 Common Stock | (F1) On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 7 | Derivative | Series C Convertible Preferred Stock | 2024-09-16 | C | D | 13,071,439 | — | 0 | I See Note 3 | — · — to — | 1,505,388 Common Stock | (F1) On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. (F3) The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |