SR ONE CAPITAL MANAGEMENT, LLC - 16 Sep 2024 Form 4 Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role: 10%+ Owner
Signature: /s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC
Issuer symbol: ZBIO
Transactions as of: 16 Sep 2024
Net transactions value: +$37,999,998
Form type: 4
Filing time: 16 Sep 2024, 20:51:38 UTC
Previous filing: 12 Sep 2024
Next filing: 14 Oct 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZBIO	Common Stock	Conversion of derivative security		+1,505,388			1,505,388	16 Sep 2024	See Note 2	F1, F2
transaction	ZBIO	Common Stock	Purchase	$7,499,992	+441,176	+29%	$17.00	1,946,564	16 Sep 2024	See Note 2	F2
transaction	ZBIO	Common Stock	Conversion of derivative security		+501,796			501,796	16 Sep 2024	See Note 3	F1, F3
transaction	ZBIO	Common Stock	Purchase	$23,000,014	+1,352,942	+270%	$17.00	1,854,738	16 Sep 2024	See Note 3	F3
transaction	ZBIO	Common Stock	Conversion of derivative security		+669,061			669,061	16 Sep 2024	See Note 4	F1, F4
transaction	ZBIO	Common Stock	Purchase	$7,499,992	+441,176	+66%	$17.00	1,110,237	16 Sep 2024	See Note 4	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	ZBIO	Series C Convertible Preferred Stock	Conversion of derivative security		-13,071,439	-100%		0	16 Sep 2024	Common Stock	1,505,388		See Note 2	F1, F2
transaction	ZBIO	Series C Convertible Preferred Stock	Conversion of derivative security		-4,357,146	-100%		0	16 Sep 2024	Common Stock	501,796		See Note 3	F1, F3
transaction	ZBIO	Series C Convertible Preferred Stock	Conversion of derivative security		-5,809,528	-100%		0	16 Sep 2024	Common Stock	669,061		See Note 4	F1, F4

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

Explanation of Responses:

Id	Content
F1	On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F2	The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners II, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners II, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F3	The reported securities are held directly by AMZL, LP. SR One Capital SMA Partners, LP is the general partner of AMZL, LP, and SR One Capital Management, LLC is the general partner of SR One Capital SMA Partners, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital SMA Partners, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F4	The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Opportunities Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Opportunities Partners I, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.