Form 4 for UPB Upstream Bio, Inc.
Accepted 2024-10-17 00:00:00 ET · period of report 2024-10-15 · accession 0000950170-24-115295 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DT | 2024-10-17 | 2024-10-15 | UPB | Access Industries Holdings LLC | 10% | P - Purchase | $17.00 | +1.18M | 1.18M | New | +$19.98M |
| DMT | 2024-10-17 | 2024-10-15 | UPB | Access Industries Holdings LLC | 10% | C - Cnv Deriv | — | +4.32M | 5.49M | +368% | — |
| DMT | 2024-10-17 | 2024-10-15 | UPB | Access Industries Holdings LLC | 10% | C - Cnv Deriv | — | -4.32M | 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 | 2024-10-15 | P | A | 1,175,000 | $17.00 | 1,175,000 | D | — | — | (F2) The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 2 | Common | Common Stock | 2024-10-15 | C | A | 3,147,000 | — | 4,322,000 | D | — | — | (F1) Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date. (F2) The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 3 | Common | Common Stock | 2024-10-15 | C | A | 1,172,410 | — | 5,494,410 | D | — | — | (F1) Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date. (F2) The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 4 | Derivative | Series A Convertible Preferred Stock | 2024-10-15 | C | D | 3,147,000 | — | 0 | D | — · — to — | 3,147,000 Common Stock | (F1) Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date. (F2) The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 5 | Derivative | Series B Convertible Preferred Stock | 2024-10-15 | C | D | 1,172,410 | — | 0 | D | — · — to — | 1,172,410 Common Stock | (F1) Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date. (F2) The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |