4/A//SEC Filing
Harwin Peter Evan 4/A
Accession 0001104659-24-100766
CIK 0001953926other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 8:56 PM ET
Size
31.8 KB
Accession
0001104659-24-100766
Insider Transaction Report
Form 4/AAmended
Fairmount Funds Management LLC
Director
Transactions
- Conversion
Common Stock
2024-09-16+41,130→ 329,045 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+252,890→ 581,935 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+301,077→ 1,592,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series Seed Convertible Preferred Stock
2024-09-16−357,143→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (41,130 underlying) - Award
Stock Option (Right to Buy)
2024-09-12+37,000→ 37,000 total(indirect: By Tomas Kiselak)Exercise: $17.00Exp: 2034-09-11→ Common Stock (37,000 underlying) - Purchase
Common Stock
2024-09-16$17.00/sh+300,000$5,100,000→ 1,892,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series B Convertible Preferred Stock
2024-09-16−6,163,236→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (709,794 underlying) - Conversion
Series A Convertible Preferred Stock
2024-09-16−2,195,871→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (252,890 underlying) - Conversion
Series C Convertible Preferred Stock
2024-09-16−2,614,287→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (301,077 underlying) - Conversion
Common Stock
2024-09-16+709,794→ 1,291,729 total(indirect: By Fairmount Healthcare Fund II LP)
Kiselak Tomas
Director
Transactions
- Conversion
Series Seed Convertible Preferred Stock
2024-09-16−357,143→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (41,130 underlying) - Conversion
Series A Convertible Preferred Stock
2024-09-16−2,195,871→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (252,890 underlying) - Purchase
Common Stock
2024-09-16$17.00/sh+300,000$5,100,000→ 1,892,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series C Convertible Preferred Stock
2024-09-16−2,614,287→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (301,077 underlying) - Conversion
Common Stock
2024-09-16+301,077→ 1,592,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+41,130→ 329,045 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+709,794→ 1,291,729 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series B Convertible Preferred Stock
2024-09-16−6,163,236→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (709,794 underlying) - Award
Stock Option (Right to Buy)
2024-09-12+37,000→ 37,000 total(indirect: By Tomas Kiselak)Exercise: $17.00Exp: 2034-09-11→ Common Stock (37,000 underlying) - Conversion
Common Stock
2024-09-16+252,890→ 581,935 total(indirect: By Fairmount Healthcare Fund II LP)
Transactions
- Conversion
Common Stock
2024-09-16+41,130→ 329,045 total(indirect: By Fairmount Healthcare Fund II LP) - Purchase
Common Stock
2024-09-16$17.00/sh+300,000$5,100,000→ 1,892,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series B Convertible Preferred Stock
2024-09-16−6,163,236→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (709,794 underlying) - Conversion
Common Stock
2024-09-16+709,794→ 1,291,729 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series C Convertible Preferred Stock
2024-09-16−2,614,287→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (301,077 underlying) - Conversion
Common Stock
2024-09-16+252,890→ 581,935 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+301,077→ 1,592,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series Seed Convertible Preferred Stock
2024-09-16−357,143→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (41,130 underlying) - Conversion
Series A Convertible Preferred Stock
2024-09-16−2,195,871→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (252,890 underlying) - Award
Stock Option (Right to Buy)
2024-09-12+37,000→ 37,000 total(indirect: By Tomas Kiselak)Exercise: $17.00Exp: 2034-09-11→ Common Stock (37,000 underlying)
Harwin Peter Evan
Director
Transactions
- Conversion
Series B Convertible Preferred Stock
2024-09-16−6,163,236→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (709,794 underlying) - Award
Stock Option (Right to Buy)
2024-09-12+37,000→ 37,000 total(indirect: By Tomas Kiselak)Exercise: $17.00Exp: 2034-09-11→ Common Stock (37,000 underlying) - Conversion
Common Stock
2024-09-16+252,890→ 581,935 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Series Seed Convertible Preferred Stock
2024-09-16−357,143→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (41,130 underlying) - Conversion
Series C Convertible Preferred Stock
2024-09-16−2,614,287→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (301,077 underlying) - Conversion
Series A Convertible Preferred Stock
2024-09-16−2,195,871→ 0 total(indirect: By Fairmount Healthcare Fund II LP)→ Common Stock (252,890 underlying) - Conversion
Common Stock
2024-09-16+301,077→ 1,592,806 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+41,130→ 329,045 total(indirect: By Fairmount Healthcare Fund II LP) - Conversion
Common Stock
2024-09-16+709,794→ 1,291,729 total(indirect: By Fairmount Healthcare Fund II LP) - Purchase
Common Stock
2024-09-16$17.00/sh+300,000$5,100,000→ 1,892,806 total(indirect: By Fairmount Healthcare Fund II LP)
Footnotes (8)
- [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]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.
- [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.
- [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.
- [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.
Documents
Issuer
Zenas BioPharma, Inc.
CIK 0001953926
Entity typeother
Related Parties
1- filerCIK 0001663607
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 8:56 PM ET
- Size
- 31.8 KB