venBio Global Strategic Fund III, L.P. - 19 Sep 2023 Form 4 Insider Report for RayzeBio, Inc.

Reporting relationship: 10%+ Owner
Issuer ticker: N/A
Reported as of: 19 Sep 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 21 Sep 2023, 16:30:01 UTC
Prior SEC filing: 14 Sep 2023
Next SEC filing: 18 Jul 2024
Source filing: View source filing
Reporting owner signature: venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact

Key filing fact

venBio Global Strategic Fund III, L.P. filed Form 4 for RayzeBio, Inc. on 21 Sep 2023.

Key facts

This page summarizes venBio Global Strategic Fund III, L.P.'s Form 4 filing for RayzeBio, Inc..
6 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 21 Sep 2023, 16:30.

Change

Previous filing in this sequence was filed on 14 Sep 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RYZB transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +3,786,957
Change %
Price
Shares after: 3,786,957
Date: 19 Sep 2023
Ownership: Direct
Footnotes: F1, F4

RYZB transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +1,123,862
Change %: +30%
Price
Shares after: 4,910,819
Date: 19 Sep 2023
Ownership: Direct
Footnotes: F2, F4

RYZB transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +247,343
Change %: +5%
Price
Shares after: 5,158,162
Date: 19 Sep 2023
Ownership: Direct
Footnotes: F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RYZB transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -3,786,957
Change %: -100%
Price
Shares after: 0
Date: 19 Sep 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,786,957
Exercise price
Footnotes: F1, F4

RYZB transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -1,123,862
Change %: -100%
Price
Shares after: 0
Date: 19 Sep 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,123,862
Exercise price
Footnotes: F2, F4

RYZB transaction Derivative

Series C Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -216,127
Change %: -100%
Price
Shares after: 0
Date: 19 Sep 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 247,343
Exercise price
Footnotes: F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

venBio Global Strategic Fund III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was 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 Series A Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series A Preferred Stock had no expiration date.

Footnote F2

Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") was 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 Series B Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series B Preferred Stock had no expiration date.

Footnote F3

Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") was convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis. Upon the closing of the Issuer's initial public offering, the Series C Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series C Preferred Stock had no expiration date.

Footnote F4

These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.

SEC remarks

Dr. Aaron Royston serves as a member of the Issuer's board of directors and is a director of venBio Ltd. However, Dr. Royston disclaims beneficial ownership over the securities held by venBio III.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. to update or revoke optional consent for future visits. For more information, see our Privacy Policy .