Fairmount Funds Management LLC - 12 Sep 2024 Form 4/A - Amendment Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role
Director
Signature
By: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Issuer symbol
ZBIO
Transactions as of
12 Sep 2024
Net transactions value
+$5,100,000
Form type
4/A - Amendment
Filing time
17 Sep 2024, 20:56:05 UTC
Date Of Original Report
16 Sep 2024
Previous filing
13 Sep 2024
Next filing
17 Sep 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZBIO Common Stock Conversion of derivative security +41,130 +14% 329,045 16 Sep 2024 By Fairmount Healthcare Fund II LP F1, F2, F3
transaction ZBIO Common Stock Conversion of derivative security +252,890 +77% 581,935 16 Sep 2024 By Fairmount Healthcare Fund II LP F2, F3, F4
transaction ZBIO Common Stock Conversion of derivative security +709,794 +122% 1,291,729 16 Sep 2024 By Fairmount Healthcare Fund II LP F2, F3, F5
transaction ZBIO Common Stock Conversion of derivative security +301,077 +23% 1,592,806 16 Sep 2024 By Fairmount Healthcare Fund II LP F2, F3, F6
transaction ZBIO Common Stock Purchase $5,100,000 +300,000 +19% $17.00 1,892,806 16 Sep 2024 By Fairmount Healthcare Fund II LP F2, F3

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 Seed Convertible Preferred Stock Conversion of derivative security -357,143 -100% 0 16 Sep 2024 Common Stock 41,130 By Fairmount Healthcare Fund II LP F1, F3
transaction ZBIO Series A Convertible Preferred Stock Conversion of derivative security -2,195,871 -100% 0 16 Sep 2024 Common Stock 252,890 By Fairmount Healthcare Fund II LP F3, F4
transaction ZBIO Series B Convertible Preferred Stock Conversion of derivative security -6,163,236 -100% 0 16 Sep 2024 Common Stock 709,794 By Fairmount Healthcare Fund II LP F3, F4, F5
transaction ZBIO Series C Convertible Preferred Stock Conversion of derivative security -2,614,287 -100% 0 16 Sep 2024 Common Stock 301,077 By Fairmount Healthcare Fund II LP F3, F5, F6
transaction ZBIO Stock Option (Right to Buy) Award $0 +37,000 $0.000000 37,000 12 Sep 2024 Common Stock 37,000 $17.00 By Tomas Kiselak F7, F8
* 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 Seed 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 The original Form 4, filed on September 16, 2024 is being amended by this Form 4 solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported.
F3 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.
F4 On September 16, 2024, the shares of Series A 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 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.
F6 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.
F7 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.
F8 Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.

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.