Patrick G. Enright - Sep 12, 2024 Form 4 Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role
Director
Signature
By: /s/ Chase Jayasekera, Attorney-in-Fact
Stock symbol
ZBIO
Transactions as of
Sep 12, 2024
Transactions value $
$7,480,000
Form type
4
Date filed
9/16/2024, 08:57 PM
Previous filing
Aug 6, 2024
Next filing
Sep 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZBIO Common Stock Conversion of derivative security +724K 724K Sep 16, 2024 See Footnote F1, F2, F3
transaction ZBIO Common Stock Conversion of derivative security +1M +138.65% 1.73M Sep 16, 2024 See Footnote F2, F3, F4
transaction ZBIO Common Stock Conversion of derivative security +335K 335K Sep 16, 2024 See Footnote F3, F4, F5
transaction ZBIO Common Stock Purchase $7.48M +440K +131.53% $17.00 775K Sep 16, 2024 See Footnote F3, 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 ZBIO Series B Convertible Preferred Stock Conversion of derivative security -6.28M -100% 0 Sep 16, 2024 Common Stock 724K See Footnote F1, F2, F3
transaction ZBIO Series C Convertible Preferred Stock Conversion of derivative security -8.71M -100% 0 Sep 16, 2024 Common Stock 1M See Footnote F1, F2, F3, F4
transaction ZBIO Series C Convertible Preferred Stock Conversion of derivative security -2.9M -100% 0 Sep 16, 2024 Common Stock 335K See Footnote F1, F3, F4, F5
transaction ZBIO Stock Option (Right to Buy) Award $0 +37K $0.00 37K Sep 12, 2024 Common Stock 37K $17.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 16, 2024, the shares of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F2 Shares held by Longitude Venture Partners IV, L.P. ("LVPIV").
F3 Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
F4 On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F5 Shares held by LPF.
F6 The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service.