Polaris Management Co. VII, L.L.C. - Oct 15, 2024 Form 4 Insider Report for Camp4 Therapeutics Corp (CAMP)

Role: 10%+ Owner
Signature: /s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Partners VII, L.P.
Stock symbol: CAMP
Transactions as of: Oct 15, 2024
Transactions value $: $9,999,990
Form type: 4
Date filed: 10/15/2024, 06:00 PM
Previous filing: Oct 10, 2024

This filing has been restated, see here for the amended filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CAMP	Common Stock	Conversion of derivative security		+1.25M			1.25M	Oct 15, 2024	See footnote	F1, F2
transaction	CAMP	Common Stock	Conversion of derivative security		+87.4K			87.4K	Oct 15, 2024	See footnote	F1, F3
transaction	CAMP	Common Stock	Conversion of derivative security		+354K	+28.3%		1.6M	Oct 15, 2024	See footnote	F2, F4
transaction	CAMP	Common Stock	Conversion of derivative security		+24.7K	+28.3%		112K	Oct 15, 2024	See footnote	F3, F4
transaction	CAMP	Common Stock	Purchase	$10M	+909K		$11.00	909K	Oct 15, 2024	See footnote	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	CAMP	Series A Prime Preferred Stock	Conversion of derivative security	-14M	-100%	Oct 15, 2024	Common Stock	1.25M	See Footnote	F1, F2
transaction	CAMP	Series A Prime Preferred Stock	Conversion of derivative security	-981K	-100%	Oct 15, 2024	Common Stock	87.4K	See Footnote	F1, F3
transaction	CAMP	Series B Preferred Stock	Conversion of derivative security	-3.97M	-100%	Oct 15, 2024	Common Stock	354K	See Footnote	F2, F4
transaction	CAMP	Series B Preferred Stock	Conversion of derivative security	-278K	-100%	Oct 15, 2024	Common Stock	24.7K	See Footnote	F3, F4

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

Explanation of Responses:

Id	Content
F1	On October 15, 2024, the shares of Series A Prime Convertible Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one 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 owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, Amir Nashat, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "PMC VII Managing Members") are the managing members of PMC VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F3	The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F4	On October 15, 2024, the shares of Series B Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F5	The reported securities are owned directly by Polaris Partners X, L.P. ("PP X"). Polaris Partners GP X, L.L.C. ("PPGP X") is the general partner of PP X. Each of Amy Schulman and Brian Chee are the managing members of PPGP X (the "PPGP X Managing Members"). Amir Nashat ("Mr. Nashat"), a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat, in their respective capacities with respect to PPGP X, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PPGP X Managing Members, Mr. Nashat or PPGP X is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

PP X's purchase of the Issuer's common stock was also reported on a Form 3 filed by PPGP X, PP X, and the PPGP X Managing Members on the date hereof. Brian Chee is a managing member of PPGP X and in his capacity as such would be considered a reporting person. Mr. Chee is not listed as a reporting person herein because he does not have codes for the EDGAR system at this time.