Alpha Wave Ventures GP, Ltd - Feb 1, 2024 Form 3 Insider Report for Alto Neuroscience, Inc. (ANRO)

Role: 10%+ Owner
Signature: Alpha Wave Global, LP, By: /s/ Richard Gerson, Chairman and CIO
Stock symbol: ANRO
Transactions as of: Feb 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/1/2024, 06:53 PM
Next filing: Mar 28, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ANRO	Series B Preferred Stock							Feb 1, 2024	Common Stock	1.96M		See footnotes	F1, F3, F4
holding	ANRO	Series C Preferred Stock							Feb 1, 2024	Common Stock	1.14M		See footnotes	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series B Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering on a 2.1226069 for 1 basis into the number of shares of common stock shown in column 3 and has no expiration date.
F2	Each share of Series C Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering on a 2.2241 for 1 basis into the number of shares of common stock shown in column 3 and has no expiration date.
F3	Securities held by Alpha Wave Ventures II, LP ("Alpha Wave Ventures"). Alpha Wave Ventures GP, Ltd ("Alpha Wave Ventures GP") is the general partner of Alpha Wave Ventures. Alpha Wave Ventures GP is a joint venture between Alpha Wave Global, LP ("Alpha Wave") and Lunate Holding RSC LTD ("Lunate"). Lunate is a subsidiary of Chimera Investment LLC ("Chimera," together with Alpha Wave Ventures GP, Alpha Wave and Lunate, the "Reporting Persons"). Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave. Chimera is controlled by its board of directors.
F4	For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-276495) of Alto Neuroscience, Inc.