James E. Flynn - 12 Sep 2024 Form 3 Insider Report for Bicara Therapeutics Inc. (BCAX)

Role
*Possible Member of 10% Group, 10%+ Owner
Signature
/s/ Jonathan Isler, Attorney-in-Fact
Issuer symbol
BCAX
Transactions as of
12 Sep 2024
Net transactions value
$0
Form type
3
Filing time
12 Sep 2024, 21:07:27 UTC
Previous filing
17 Jul 2024
Next filing
17 Sep 2024
SEC
View on sec.gov

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 BCAX Series C Preferred Stock 12 Sep 2024 Common Stock 862,587 Through Deerfield Private Design Fund V, L.P. F1, F2, F3
holding BCAX Series C Preferred Stock 12 Sep 2024 Common Stock 862,587 Through Deerfield Partners, L.P. F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series C Preferred Stock is convertible into approximately 0.1082 shares of the Issuer's common stock (on an adjusted basis after giving effect to the 1-for-9.2435 reverse split of the Issuer's common stock effected by the Issuer in September 2024) and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
F2 This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt V, L.P. is the general partner of Deerfield Private Design Fund V, L.P. ("Fund V"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (together with Fund V, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt V, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
F3 In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Please see Joint Filer Information Statement attached as Exhibit 99 hereto. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn.