Westlake BioPartners Fund II, L.P. - May 9, 2023 Form 4 Insider Report for ACELYRIN, Inc. (SLRN)

Role
10%+ Owner
Signature
/s/ Jennifer L. Kercher, Attorney-in-fact
Stock symbol
SLRN
Transactions as of
May 9, 2023
Transactions value $
$22,500,000
Form type
4
Date filed
5/11/2023, 09:16 PM
Previous filing
May 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SLRN Common Stock Conversion of derivative security +8.54M 8.54M May 9, 2023 Direct F1, F2, F3
transaction SLRN Common Stock Purchase $22.5M +1.25M +14.64% $18.00 9.79M May 9, 2023 Direct F2, F3, F4

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 SLRN Series A Redeemable Convertible Preferred Stock Conversion of derivative security -4.06M -100% 0 May 9, 2023 Common Stock 4.06M Direct F2, F3, F5, F6
transaction SLRN Series B Redeemable Convertible Preferred Stock Conversion of derivative security -2.45M -100% 0 May 9, 2023 Common Stock 2.45M Direct F2, F3, F5, F6
transaction SLRN Series C Redeemable Convertible Preferred Stock Conversion of derivative security -2.04M -100% 0 May 9, 2023 Common Stock 2.04M Direct F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock received upon conversion of shares of the reported series of preferred stock on a one-for-one basis without payment of further consideration.
F2 Shares held directly by Westlake BioPartners Fund II, L.P., or Westlake Fund II. Westlake BioPartners GP II, LLC, or Westlake GP II, is the general partner of Westlake Fund II. Westlake GP II may be deemed to have sole voting and dispositive power with regard to the shares held directly by Westlake Fund II. Beth C. Seidenberg and Sean E. Harper are the Managing Directors of Westlake GP II and share voting and dispositive power over the shares held by Westlake Fund II, each of whom disclaims beneficial ownership of the shares held by Westlake Fund II except to the extent of such person's pecuniary interest therein, if any.
F3 This report on Form 4 is jointly filed by Westlake Fund II, Westlake GP II and Sean E. Harper. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of such person's or entity's pecuniary interest therein, if any. Westlake Fund II has designated a representative, Beth C. Seidenberg, a Managing Director of Westlake GP II, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purpose.
F4 Represents shares of Common Stock purchased in the Issuer's initial public offering of Common Stock (the "IPO").
F5 Each share of preferred stock is convertible into one share of Common Stock and has no expiration date. Immediately prior to the completion of the IPO, all shares of preferred stock automatically converted into shares of Common Stock.
F6 Each share of Class A Common Stock was reclassified into one share of Common Stock immediately prior to the completion of the IPO.