venBio Global Strategic Fund III, L.P. - 19 Sep 2023 Form 4 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
19 Sep 2023
Net transactions value
$0
Form type
4
Filing time
21 Sep 2023, 16:30:01 UTC
Previous filing
14 Sep 2023
Next filing
18 Jul 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYZB Common Stock Conversion of derivative security +3,786,957 3,786,957 19 Sep 2023 Direct F1, F4
transaction RYZB Common Stock Conversion of derivative security +1,123,862 +30% 4,910,819 19 Sep 2023 Direct F2, F4
transaction RYZB Common Stock Conversion of derivative security +247,343 +5% 5,158,162 19 Sep 2023 Direct F3, F4

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
transaction RYZB Series A Convertible Preferred Stock Conversion of derivative security -3,786,957 -100% 0 19 Sep 2023 Common Stock 3,786,957 Direct F1, F4
transaction RYZB Series B Convertible Preferred Stock Conversion of derivative security -1,123,862 -100% 0 19 Sep 2023 Common Stock 1,123,862 Direct F2, F4
transaction RYZB Series C Convertible Preferred Stock Conversion of derivative security -216,127 -100% 0 19 Sep 2023 Common Stock 247,343 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

venBio Global Strategic Fund III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was 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 was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series A Preferred Stock had no expiration date.
F2 Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") was 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 was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series B Preferred Stock had no expiration date.
F3 Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") was 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 was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series C Preferred Stock had 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.