Erez Chimovits - Oct 10, 2024 Form 3 Insider Report for Upstream Bio, Inc. (UPB)

Role
Director, 10%+ Owner
Signature
/s/ Michael Gray, Attorney-in-Fact
Stock symbol
UPB
Transactions as of
Oct 10, 2024
Transactions value $
$0
Form type
3
Date filed
10/10/2024, 08:33 PM
Next filing
Oct 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UPB Common Stock 252K Oct 10, 2024 By OrbiMed Israel Partners II, L.P. F1, F2
holding UPB Common Stock 1.01M Oct 10, 2024 By OrbiMed Private Investments VIII, LP F2, 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
holding UPB Series A redeemable convertible preferred stock Oct 10, 2024 Common Stock 525K By OrbiMed Israel Partners II, L.P. F1, F2, F4
holding UPB Series A redeemable convertible preferred stock Oct 10, 2024 Common Stock 2.1M By OrbiMed Private Investments VIII, LP F2, F3, F4
holding UPB Series B redeemable convertible preferred stock Oct 10, 2024 Common Stock 197K By OrbiMed Israel Partners II, L.P. F1, F2, F4
holding UPB Series B redeemable convertible preferred stock Oct 10, 2024 Common Stock 790K By OrbiMed Private Investments VIII, LP F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("OrbiMed Israel GP II") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("OrbiMed Israel II") is the general partner of OrbiMed Israel GP II. By virtue of such relationships, OrbiMed Israel GP II and OrbiMed Israel II may be deemed to have voting power and investment power over the securities held by OIP II and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Israel II exercises this investment and voting power through a management committee comprised of Carl L. Gordon, David P. Bonita, and the Reporting Person, each of whom disclaims beneficial ownership of the shares held by OIP II.
F2 Each of the Reporting Person, OrbiMed Israel GP II, OrbiMed Israel II, OrbiMed Capital GP VIII LLC ("GP VIII"), and OrbiMed Advisors LLC ("OrbiMed Advisors") disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
F3 Shares held by OrbiMed Private Investments VIII, LP ("OPI VIII"). GP VIII is the general partner of OPI VIII, and OrbiMed Advisors is the managing member of GP VIII. The Reporting Person is an employee of OrbiMed Advisors. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.
F4 Each share of Series A redeemable convertible preferred stock and Series B redeemable convertible preferred stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 1.049-for-one basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney