Harwin Peter Evan's Form 4/A amendment
AmendedZenas BioPharma, Inc.ZBIO · filed Sep 17, 2024
- Accession no.
- 0001104659-24-100766
- Filed
- Sep 17, 2024, 8:56 PM ET
- Trade date
- Sep 12-16, 2024
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Sep 16, 2024
This filing lists 5 non-derivative transactions and 5 derivative transactions. Open-market purchases total $5.10M. It was filed 5 days after the trade.
This amendment replaces 0001104659-24-100330 (filed Sep 16, 2024).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Harwin Peter EvanCIK 0001663607 | Director |
| Fairmount Healthcare Fund II L.P.CIK 0001769651 | Director |
| Fairmount Funds Management LLCCIK 0001802528 | Director |
| Kiselak TomasCIK 0001830177 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 16, 2024 | Common Stock | CConversionAcquired | +41,130 | –F1 | – | 329,045 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionAcquired | +252,890 | –F4 | – | 581,935 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionAcquired | +709,794 | –F5 | – | 1,291,729 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionAcquired | +301,077 | –F6 | – | 1,592,806 | Indirect | |
| Sep 16, 2024 | Common Stock | PPurchaseAcquired | +300,000 | $17.00 | +$5,100,000 | 1,892,806 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 16, 2024 | Common Stock | CConversionDisposed | −41,130 | –F1 | – | 0 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionDisposed | −252,890 | –F4 | – | 0 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionDisposed | −709,794 | –F5 | – | 0 | Indirect | |
| Sep 16, 2024 | Common Stock | CConversionDisposed | −301,077 | –F6 | – | 0 | Indirect | |
| Sep 12, 2024 | Common Stock | AGrant or awardAcquired | +37,000 | $0.00 | $0 | 37,000 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F2
The original Form 4, filed on September 16, 2024 is being amended by this Form 4 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
Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. ("Fund II"). The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- 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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F6
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.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F7
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.
- F8
Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.
Remarks
Fairmount may be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount.