Maha Katabi - Sep 14, 2023 Form 3 Insider Report for RayzeBio, Inc. (RYZB)

Role: Director
Signature: /s/ Jeff Woodley, Attorney-in-fact
Stock symbol: RYZB
Transactions as of: Sep 14, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/14/2023, 07:27 PM
Previous filing: Jun 8, 2023
Next filing: Sep 21, 2023

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	RYZB	Series D Convertible Preferred Stock							Sep 14, 2023	Common Stock	974K		By Sofinnova Venture Partners X, L.P.	F1, F2
holding	RYZB	Series D Convertible Preferred Stock							Sep 14, 2023	Common Stock	974K		By Sofinnova Venture Partners XI, L.P.	F1, 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 D Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-one basis. Upon the closing of the Issuer's initial public offering, the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.
F2	The shares are held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
F3	The shares are held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP"), the general partner of SVP XI, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management XI, L.L.C. ("SM XI LLC"), the general partner of SM XI LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM XI LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney