Form 4 for ZBIO Zenas BioPharma, Inc.
Accepted 2024-09-16 00:00:00 ET · period of report 2024-09-12 · accession 0001104659-24-100333 · 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 | ENRIGHT PATRICK G | Dir | C - Cnv Deriv | — | +2.06M | 1.73M | New | — |
| DI | 2024-09-16 | 2024-09-16 | ZBIO | ENRIGHT PATRICK G | Dir | P - Purchase | $17.00 | +440.0K | 774.5K | +132% | +$7.48M |
| D | 2024-09-16 | 2024-09-12 | ZBIO | ENRIGHT PATRICK G | Dir | A - Grant | $0.00 | +37.0K | 37.0K | New | $0 |
| DMI | 2024-09-16 | 2024-09-16 | ZBIO | ENRIGHT PATRICK G | Dir | C - Cnv Deriv | — | -17.90M | 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 | 334,530 | — | 334,530 | I See Footnote | — | — | (F4) 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. (F5) Shares held by LPF. (F3) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |
| 2 | Common | Common Stock | 2024-09-16 | P | A | 440,000 | $17.00 | 774,530 | I See Footnote | — | — | (F5) Shares held by LPF. (F3) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |
| 3 | Common | Common Stock | 2024-09-16 | C | A | 723,812 | — | 723,812 | I See Footnote | — | — | (F1) On September 16, 2024, the shares of Series B 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) Shares held by Longitude Venture Partners IV, L.P. ("LVPIV"). (F3) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |
| 4 | Common | Common Stock | 2024-09-16 | C | A | 1,003,592 | — | 1,727,404 | I See Footnote | — | — | (F4) 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) Shares held by Longitude Venture Partners IV, L.P. ("LVPIV"). (F3) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |
| 5 | Derivative | Stock Option (Right to Buy) | 2024-09-12 | A | A | 37,000 | $0.00 | 37,000 | D | $17.00 · — to 2034-09-11 | 37,000 Common Stock | (F6) 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 | 2,904,764 | — | 0 | I See Footnote | — · — to — | 334,530 Common Stock | (F5) Shares held by LPF. (F1) On September 16, 2024, the shares of Series B 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) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. (F4) 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 | 8,714,293 | — | 0 | I See Footnote | — · — to — | 1,003,592 Common Stock | (F2) Shares held by Longitude Venture Partners IV, L.P. ("LVPIV"). (F1) On September 16, 2024, the shares of Series B 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) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. (F4) 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. |
| 8 | Derivative | Series B Convertible Preferred Stock | 2024-09-16 | C | D | 6,284,933 | — | 0 | I See Footnote | — · — to — | 723,812 Common Stock | (F2) Shares held by Longitude Venture Partners IV, L.P. ("LVPIV"). (F1) On September 16, 2024, the shares of Series B 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) Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |