Polaris Management Co. VII, L.L.C. - Oct 15, 2024 Form 4/A - Amendment 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/A - Amendment
Date filed
10/22/2024, 05:31 PM
Date Of Original Report
Oct 15, 2024
Previous filing
Oct 10, 2024

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 Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CAMP Series A Prime Preferred Stock Conversion of derivative security -14M -100% 0 Oct 15, 2024 Common Stock 1.25M See Footnote F1, F2
transaction CAMP Series A Prime Preferred Stock Conversion of derivative security -981K -100% 0 Oct 15, 2024 Common Stock 87.4K See Footnote F1, F3
transaction CAMP Series B Preferred Stock Conversion of derivative security -3.97M -100% 0 Oct 15, 2024 Common Stock 354K See Footnote F2, F4
transaction CAMP Series B Preferred Stock Conversion of derivative security -278K -100% 0 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:

This Form 4/A amends the Form 4 filing dated October 15, 2024 (the "Original Form 4") solely to add Brian Chee as an additional Reporting Person. Although Mr. Chee was disclosed in the Original Form 4, he was not included as a Reporting Person because he did not have codes for the EDGAR system at such time.