Fairmount Funds Management LLC - Sep 12, 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
Stock symbol
ZBIO
Transactions as of
Sep 12, 2024
Transactions value $
$0
Form type
3
Date filed
9/12/2024, 09:41 PM
Previous filing
Sep 13, 2024
Next filing
Sep 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZBIO Common Stock 288K Sep 12, 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 Sep 12, 2024 Common Stock 41.1K By Fairmount Healthcare Fund II LP F1, F2
holding ZBIO Series A Convertible Preferred Stock Sep 12, 2024 Common Stock 253K By Fairmount Healthcare Fund II LP F1, F3
holding ZBIO Series B Convertible Preferred Stock Sep 12, 2024 Common Stock 710K By Fairmount Healthcare Fund II LP F1, F4
holding ZBIO Series C Convertible Preferred Stock Sep 12, 2024 Common Stock 301K 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.