Form 4/A for ZBIO Zenas BioPharma, Inc.

Accepted 2024-09-17 00:00:00 ET · period of report 2024-09-12 · accession 0001104659-24-100765 · 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
DMA	2024-09-17	2024-09-16	ZBIO	MOULDER LEON O JR	CEO, Dir	C - Cnv Deriv	—	+156.6K	112.9K	New	—
DMAI	2024-09-17	2024-09-16	ZBIO	MOULDER LEON O JR	CEO, Dir	C - Cnv Deriv	—	+536.5K	1.65M	+48%	—
DMA	2024-09-17	2024-09-16	ZBIO	MOULDER LEON O JR	CEO, Dir	C - Cnv Deriv	—	-1.36M	0	-100%	—
DA	2024-09-17	2024-09-12	ZBIO	MOULDER LEON O JR	CEO, Dir	A - Grant	$0.00	+1.49M	1.49M	New	$0
DMAI	2024-09-17	2024-09-16	ZBIO	MOULDER LEON O JR	CEO, Dir	C - Cnv Deriv	—	-4.66M	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	48,254	—	161,155	D	—	—	(F5) 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) This amendment is being filed solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported.
2	Common	Common Stock	2024-09-16	C	A	108,381	—	112,901	D See Footnote	—	—	(F4) On September 16, 2024, the shares of Series A 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) This amendment is being filed solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported. (F3) Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3	Common	Common Stock	2024-09-16	C	A	164,523	—	1,280,022	I See Footnote	—	—	(F1) On September 16, 2024, the shares of Series Seed 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) This amendment is being filed solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported. (F3) Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
4	Common	Common Stock	2024-09-16	C	A	372,017	—	1,652,039	I	—	—	(F5) 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) This amendment is being filed solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported.
5	Derivative	Series B Convertible Preferred Stock	2024-09-16	C	D	418,996	—	0	D	— · — to —	48,254 Common Stock	(F5) 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. (F4) On September 16, 2024, the shares of Series A 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.
6	Derivative	Stock Option (Right to Buy)	2024-09-12	A	A	1,486,000	$0.00	1,486,000	D	$17.00 · — to 2034-09-11	1,486,000 Common Stock	(F6) The option vests as to 25% of the underlying shares of common stock on September 12, 2025, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.
7	Derivative	Series A Convertible Preferred Stock	2024-09-16	C	D	941,088	—	0	D See Footnote	— · — to —	108,381 Common Stock	(F4) On September 16, 2024, the shares of Series A 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) Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
8	Derivative	Series Seed Convertible Preferred Stock	2024-09-16	C	D	1,428,571	—	0	I See Footnote	— · — to —	164,523 Common Stock	(F1) On September 16, 2024, the shares of Series Seed 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) Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
9	Derivative	Series B Convertible Preferred Stock	2024-09-16	C	D	3,230,268	—	0	I	— · — to —	372,017 Common Stock	(F5) 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. (F4) On September 16, 2024, the shares of Series A 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.