AI Upstream LLC - Oct 15, 2024 Form 4 Insider Report for Upstream Bio, Inc. (UPB)

Role
10%+ Owner
Signature
/s/ Alejandro Moreno for AI Upstream LLC
Stock symbol
UPB
Transactions as of
Oct 15, 2024
Transactions value $
$19,975,000
Form type
4
Date filed
10/17/2024, 04:05 PM
Previous filing
Oct 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPB Common Stock Purchase $20M +1.18M $17.00 1.18M Oct 15, 2024 Direct F2
transaction UPB Common Stock Conversion of derivative security +3.15M +267.83% 4.32M Oct 15, 2024 Direct F1, F2
transaction UPB Common Stock Conversion of derivative security +1.17M +27.13% 5.49M Oct 15, 2024 Direct F1, 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 UPB Series A Convertible Preferred Stock Conversion of derivative security -3.15M -100% 0 Oct 15, 2024 Common Stock 3.15M Direct F1, F2
transaction UPB Series B Convertible Preferred Stock Conversion of derivative security -1.17M -100% 0 Oct 15, 2024 Common Stock 1.17M Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date.
F2 The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form.