venBio Global Strategic Fund III, L.P. - 14 Sep 2023 Form 3 Insider Report for RayzeBio, Inc.

Role
10%+ Owner
Signature
venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact
Issuer symbol
N/A
Transactions as of
14 Sep 2023
Net transactions value
$0
Form type
3
Filing time
14 Sep 2023, 20:37:04 UTC
Previous filing
10 Jun 2022
Next filing
21 Sep 2023
SEC
View on sec.gov

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 RYZB Series A Convertible Preferred Stock 14 Sep 2023 Common Stock 3,786,957 Direct F1, F4
holding RYZB Series B Convertible Preferred Stock 14 Sep 2023 Common Stock 1,123,862 Direct F2, F4
holding RYZB Series C Convertible Preferred Stock 14 Sep 2023 Common Stock 247,343 Direct 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 A Convertible Preferred Stock (the "Series A Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis. Upon the closing of the Issuer's initial public offering, the Series A Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series A Preferred Stock has no expiration date.
F2 Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis. Upon the closing of the Issuer's initial public offering, the Series B Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series B Preferred Stock has no expiration date.
F3 Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis. Upon the closing of the Issuer's initial public offering, the Series C Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series C Preferred Stock has no expiration date.
F4 These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.

Remarks:

Dr. Aaron Royston serves as a member of the Issuer's board of directors and is a director of venBio Ltd. However, Dr. Royston disclaims beneficial ownership over the securities held by venBio III. Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed by the Reporting Persons on February 19, 2021).