Viking Global Investors Lp - Sep 19, 2023 Form 4 Insider Report for RayzeBio, Inc. (RYZB)

Role
10%+ Owner
Signature
/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (9)(10)
Stock symbol
RYZB
Transactions as of
Sep 19, 2023
Transactions value $
$25,000,002
Form type
4
Date filed
9/21/2023, 05:00 PM
Previous filing
Sep 14, 2023
Next filing
Jan 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYZB Common Stock Conversion of derivative security +865K 865K Sep 19, 2023 See Explanation of Responses F1, F4, F5, F6, F8
transaction RYZB Common Stock Conversion of derivative security +495K +57.22% 1.36M Sep 19, 2023 See Explanation of Responses F2, F4, F5, F6, F8
transaction RYZB Common Stock Conversion of derivative security +2.61M +191.98% 3.97M Sep 19, 2023 See Explanation of Responses F3, F4, F5, F6, F8
transaction RYZB Common Stock Purchase $16.8M +931K +23.45% $18.00* 4.9M Sep 19, 2023 See Explanation of Responses F4, F5, F6, F8
transaction RYZB Common Stock Conversion of derivative security +1.29M 1.29M Sep 19, 2023 See Explanation of Responses F3, F4, F5, F7, F8
transaction RYZB Common Stock Purchase $8.25M +458K +35.66% $18.00* 1.74M Sep 19, 2023 See Explanation of Responses F4, F5, F7, F8

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 B Convertible Preferred Stock Conversion of derivative security -865K -100% 0 Sep 19, 2023 Common Stock 865K See Explanation of Responses F1, F4, F5, F6, F8
transaction RYZB Series C Convertible Preferred Stock Conversion of derivative security -432K -100% 0 Sep 19, 2023 Common Stock 495K See Explanation of Responses F2, F4, F5, F6, F8
transaction RYZB Series D Convertible Preferred Stock Conversion of derivative security -2.61M -100% 0 Sep 19, 2023 Common Stock 2.61M See Explanation of Responses F3, F4, F5, F6, F8
transaction RYZB Series D Convertible Preferred Stock Conversion of derivative security -1.29M -100% 0 Sep 19, 2023 Common Stock 1.29M See Explanation of Responses F3, F4, F5, F7, F8
* 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 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.
F2 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.
F3 Each share of Series D Convertible Preferred Stock (the "Series D 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 D Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series D Preferred Stock had no expiration date.
F4 Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), and Viking Global Opportunities Parent GP LLC ("Opportunities Parent"), the sole member of Viking Global Opportunities GP LLC ("Opportunities GP"), the sole member of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"), the general partner of Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Opportunities Parent is also the sole member of Viking Global Opportunities Drawdown GP LLC ("VGOD GP"), the sole member of Viking Global Opportunities Drawdown Portfolio GP LLC ("VGOD Portfolio GP"), the general partner of Viking Global Opportunities Drawdown (Aggregator) LP ("VGOD").
F5 VGI provides managerial services to various investment funds and vehicles, including Opportunities Fund and VGOD. VGI, Opportunities Parent, Opportunities GP, Opportunities Portfolio GP, Opportunities Fund, VGOD GP, VGOD Portfolio GP, VGOD, Mr. Halvorsen, Mr. Ott and Ms. Shabet are, collectively, the "Reporting Persons". Each of VGI, Opportunities Parent, Mr. Halvorsen, Mr. Ott and Ms. Shabet may be deemed to beneficially own all of the securities reported on this form.
F6 These securities are held directly by Opportunities Fund. Because of the relationship between Opportunities Portfolio GP, Opportunities GP, Opportunities Parent and Opportunities Fund, each of Opportunities Portfolio GP, Opportunities GP and Opportunities Parent may be deemed to beneficially own the securities held directly by Opportunities Fund.
F7 These securities are held directly by VGOD. Because of the relationship between VGOD Portfolio GP, VGOD GP, Opportunities Parent and VGOD, each of VGOD Portfolio GP, VGOD GP and Opportunities Parent may be deemed to beneficially own the securities held directly by VGOD.
F8 The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Remarks:

(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the SEC's EDGAR system, Opportunities GP, Opportunities Portfolio GP and Opportunities Fund have jointly filed with the other Reporting Persons on a separate Form 4 filing submitted on the same day hereof. (10) Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES PARENT GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES DRAWDOWN GP LLC, VIKING GLOBAL OPPORTUNITIES DRAWDOWN PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES DRAWDOWN (AGGREGATOR) LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.