AI Upstream LLC - 15 Oct 2024 Form 4 Insider Report for Upstream Bio, Inc. (UPB)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
17 Oct 2024, 16:05:04 UTC
Prior SEC filing
10 Oct 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Alejandro Moreno for AI Upstream LLC

Key filing fact

AI Upstream LLC filed Form 4 for Upstream Bio, Inc. (UPB) on 17 Oct 2024.

Key facts

  • This page summarizes AI Upstream LLC's Form 4 filing for Upstream Bio, Inc. (UPB).
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 17 Oct 2024, 16:05.

Change

  • Previous filing in this sequence was filed on 10 Oct 2024.
  • Current net transaction value: +$19,975,000.

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.

UPB transaction

Common Stock

Purchase

Transaction value
$19,975,000
Shares
+1,175,000
Change %
Price
$17.00
Shares after
1,175,000
Date
15 Oct 2024
Ownership
Direct
Footnotes
F2
UPB transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+3,147,000
Change %
+268%
Price
Shares after
4,322,000
Date
15 Oct 2024
Ownership
Direct
Footnotes
F1, F2
UPB transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+1,172,410
Change %
+27%
Price
Shares after
5,494,410
Date
15 Oct 2024
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

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

UPB transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-3,147,000
Change %
-100%
Price
Shares after
0
Date
15 Oct 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,147,000
Exercise price
Footnotes
F1, F2
UPB transaction Derivative

Series B Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares
-1,172,410
Change %
-100%
Price
Shares after
0
Date
15 Oct 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,172,410
Exercise price
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 2 footnotes

Footnote F1

Each share of the Issuer's Series A preferred stock and Series B preferred stock (collectively, the "Preferred Stock") converted into Common Stock on a 1.049-for-one basis upon closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock had no expiration date.

Footnote F2

The securities reported are held directly by AI Upstream LLC ("AI Upstream") and may be deemed to be beneficially owned by AI Biotechnology LLC ("AI Biotechnology"), Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because (i) Mr. Blavatnik controls AIM and AIH, (ii) AIM controls AIH, (iii) AIH owns all of the voting units of AI Biotechnology and (iv) AI Biotechnology owns all of the voting units of AI Upstream. Each of the reporting persons (other than AI Upstream) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form.

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