Edward T. Mathers - Sep 16, 2024 Form 4 Insider Report for MBX Biosciences, Inc. (MBX)

Role: Director, 10%+ Owner
Signature: /s/ Zachary Bambach, attorney-in-fact
Stock symbol: MBX
Transactions as of: Sep 16, 2024
Transactions value $: $8,000,000
Form type: 4
Date filed: 9/17/2024, 08:28 PM
Previous filing: Sep 12, 2024
Next filing: Oct 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MBX	Common Stock	Conversion of derivative security		+1.02M			1.02M	Sep 16, 2024	See Note 2	F1, F2
transaction	MBX	Common Stock	Conversion of derivative security		+2.09M	+204.42%		3.11M	Sep 16, 2024	See Note 2	F1, F2
transaction	MBX	Common Stock	Purchase	$8M	+500K	+16.05%	$16.00	3.61M	Sep 16, 2024	See Note 2	F2

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	MBX	Series A Convertible Preferred Stock	Conversion of derivative security		-12.3M	-100%		0	Sep 16, 2024	Common Stock	1.02M		See Note 2	F1, F2
transaction	MBX	Series B Convertible Preferred Stock	Conversion of derivative security		-25.1M	-100%		0	Sep 16, 2024	Common Stock	2.09M		See Note 2	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible into Common Stock on a one-for-12.0221 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on September 16, 2024. The Preferred Stock had no expiration date.
F2	The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

Content

Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible into Common Stock on a one-for-12.0221 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on September 16, 2024. The Preferred Stock had no expiration date.

The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.