Bain Capital Life Sciences Investors, LLC - 12 Feb 2024 Form 4 Insider Report for Kyverna Therapeutics, Inc. (KYTX)

Role
10%+ Owner
Signature
See signatures included in Exhibit 99.1
Issuer symbol
KYTX
Transactions as of
12 Feb 2024
Net transactions value
+$9,900,000
Form type
4
Filing time
14 Feb 2024, 17:26:31 UTC
Previous filing
07 Feb 2024
Next filing
17 Dec 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KYTX Common Stock Conversion of derivative security +2,713,868 2,713,868 12 Feb 2024 See footnotes F1, F2, F4
transaction KYTX Common Stock Purchase $9,900,000 +450,000 +17% $22.00* 3,163,868 12 Feb 2024 See footnotes 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 KYTX Series B Convertible Preferred Stock Conversion of derivative security $0 -12,351,087 -100% $0.000000* 0 12 Feb 2024 Common Stock 2,713,868 See footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bain Capital Life Sciences Investors, LLC 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 the Issuer's Series B Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock at a ratio of one-for-4.5511 immediately prior to the closing of the Issuer's initial public offering. These securities had no expiration date.
F2 Represents 12,351,087 shares of the Issuer's Series B Convertible Preferred Stock held directly by Bain Capital Life Sciences Opportunities III, LP ("BCLS Fund III Opportunities").
F3 Represents 450,000 shares of the Issuer's Common Stock purchased by BCLS Fund III Opportunities in the Issuer's initial public offering.
F4 Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC ("BCLS Fund III Opportunities GP"), which is the general partner of BCLS Fund III Opportunities. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Opportunities GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Opportunities. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Opportunities GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.