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

Role: Director
Signature: By: /s/ Chase Jayasekera, Attorney-in-Fact
Issuer symbol: ZBIO
Transactions as of: 12 Sep 2024
Net transactions value: +$7,480,000
Form type: 4
Filing time: 16 Sep 2024, 20:57:32 UTC
Previous filing: 06 Aug 2024
Next filing: 27 Sep 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZBIO	Common Stock	Conversion of derivative security		+723,812			723,812	16 Sep 2024	See Footnote	F1, F2, F3
transaction	ZBIO	Common Stock	Conversion of derivative security		+1,003,592	+139%		1,727,404	16 Sep 2024	See Footnote	F2, F3, F4
transaction	ZBIO	Common Stock	Conversion of derivative security		+334,530			334,530	16 Sep 2024	See Footnote	F3, F4, F5
transaction	ZBIO	Common Stock	Purchase	$7,480,000	+440,000	+132%	$17.00	774,530	16 Sep 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		-6,284,933	-100%		0	16 Sep 2024	Common Stock	723,812		See Footnote	F1, F2, F3
transaction	ZBIO	Series C Convertible Preferred Stock	Conversion of derivative security		-8,714,293	-100%		0	16 Sep 2024	Common Stock	1,003,592		See Footnote	F1, F2, F3, F4
transaction	ZBIO	Series C Convertible Preferred Stock	Conversion of derivative security		-2,904,764	-100%		0	16 Sep 2024	Common Stock	334,530		See Footnote	F1, F3, F4, F5
transaction	ZBIO	Stock Option (Right to Buy)	Award	$0	+37,000		$0.000000	37,000	12 Sep 2024	Common Stock	37,000	$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.