4//SEC Filing
BONDERMAN DAVID 4
Accession 0001999371-24-012102
CIK 0002023658other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 5:02 PM ET
Size
15.9 KB
Accession
0001999371-24-012102
Insider Transaction Report
Form 4
BONDERMAN DAVID
10% Owner
Transactions
- Conversion
Common Stock
2024-09-16+1,960,425→ 1,960,425 total(indirect: See Explanation of Responses) - Conversion
Series C Preferred Stock
2024-09-16−18,121,194→ 0 total(indirect: See Explanation of Responses)→ Common Stock (1,960,425 underlying)
TPG GP A, LLC
10% Owner
Transactions
- Conversion
Common Stock
2024-09-16+1,960,425→ 1,960,425 total(indirect: See Explanation of Responses) - Conversion
Series C Preferred Stock
2024-09-16−18,121,194→ 0 total(indirect: See Explanation of Responses)→ Common Stock (1,960,425 underlying)
WINKELRIED JON
10% Owner
Transactions
- Conversion
Series C Preferred Stock
2024-09-16−18,121,194→ 0 total(indirect: See Explanation of Responses)→ Common Stock (1,960,425 underlying) - Conversion
Common Stock
2024-09-16+1,960,425→ 1,960,425 total(indirect: See Explanation of Responses)
COULTER JAMES G
10% Owner
Transactions
- Conversion
Common Stock
2024-09-16+1,960,425→ 1,960,425 total(indirect: See Explanation of Responses) - Conversion
Series C Preferred Stock
2024-09-16−18,121,194→ 0 total(indirect: See Explanation of Responses)→ Common Stock (1,960,425 underlying)
Footnotes (5)
- [F1]Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.
- [F2]TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC, which is the general partner of TPG LSI Rise Butterfly, L.P. ("TPG Butterfly I"), which directly holds 1,960,425 shares of Common Stock ("Common Stock") of Bicara Therapeutics Inc. (the "Issuer").
- [F3]Pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Issuer, the 18,121,194 shares of Series C Preferred Stock of the Issuer held by TPG Butterfly I automatically converted into 1,960,425 shares of Common Stock upon consummation of the Issuer's initial public offering on September 16, 2024. The shares of Series C Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at a conversion rate (reflecting the 1-for-9.2435 reverse stock split effected on September 5, 2024) equal to one share of Common Stock per 9.2435 shares of Series C Preferred Stock, subject to adjustment.
- [F4]Because of the relationship between the Reporting Persons and TPG Butterfly I, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Butterfly I. Each of TPG Butterfly I and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Butterfly I's or such Reporting Person's pecuniary interest therein, if any.
- [F5]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Bicara Therapeutics Inc.
CIK 0002023658
Entity typeother
Related Parties
1- filerCIK 0000860866
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 5:02 PM ET
- Size
- 15.9 KB