Fairmount Funds Management LLC - 12 Sep 2024 Form 3 Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role
Director, 10%+ Owner
Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Issuer symbol
ZBIO
Transactions as of
12 Sep 2024
Net transactions value
$0
Form type
3
Filing time
12 Sep 2024, 21:41:28 UTC
Previous filing
13 Sep 2024
Next filing
17 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZBIO Common Stock 287,915 12 Sep 2024 By Fairmount Healthcare Fund II LP F1

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 ZBIO Series Seed Convertible Preferred Stock 12 Sep 2024 Common Stock 41,130 By Fairmount Healthcare Fund II LP F1, F2
holding ZBIO Series A Convertible Preferred Stock 12 Sep 2024 Common Stock 252,890 By Fairmount Healthcare Fund II LP F1, F3
holding ZBIO Series B Convertible Preferred Stock 12 Sep 2024 Common Stock 709,794 By Fairmount Healthcare Fund II LP F1, F4
holding ZBIO Series C Convertible Preferred Stock 12 Sep 2024 Common Stock 301,077 By Fairmount Healthcare Fund II LP F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. ("Fund II"). The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F2 Each share of Series Seed Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series Seed Convertible Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering.
F3 Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series A Convertible Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering.
F4 Each share of Series B Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering.
F5 Each share of Series C Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series C Convertible Preferred Stock will automatically convert into common stock upon the closing of the Company's initial public offering.

Remarks:

Fairmount may be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount.