Jason R. Nunn - Sep 16, 2024 Form 4 Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role
Director
Signature
/s/ Sasha Keough, attorney-in-fact for Jason R. Nunn
Stock symbol
ZBIO
Transactions as of
Sep 16, 2024
Transactions value $
$14,999,984
Form type
4
Date filed
9/16/2024, 08:54 PM
Previous filing
Sep 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZBIO Common Stock Conversion of derivative security +1.51M 1.51M Sep 16, 2024 See Note 2 F1, F2
transaction ZBIO Common Stock Purchase $7.5M +441K +29.31% $17.00 1.95M Sep 16, 2024 See Note 2 F2
transaction ZBIO Common Stock Conversion of derivative security +669K 669K Sep 16, 2024 See Note 3 F1, F3
transaction ZBIO Common Stock Purchase $7.5M +441K +65.94% $17.00 1.11M Sep 16, 2024 See Note 3 F3

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 Stock Option (Right to Buy) Award $0 +37K $0.00 37K Sep 12, 2024 Common Stock 37K $17.00 Direct F4
transaction ZBIO Series C Convertible Preferred Stock Conversion of derivative security -13.1M -100% 0 Sep 16, 2024 Common Stock 1.51M See Note 2 F1, F2
transaction ZBIO Series C Convertible Preferred Stock Conversion of derivative security -5.81M -100% 0 Sep 16, 2024 Common Stock 669K See Note 3 F1, F3
* 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. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F3 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. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F4 The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service.