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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 06/29/2021 | C | 30,019,945 | (1) | (1) | Common Stock | 12,343,727 | (1) | 0 | D (2) | ||||
| Series B Preferred Stock | (3) | 06/29/2021 | C | 3,715,415 | (3) | (3) | Common Stock | 1,527,719 | (3) | 0 | I | See footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Versant Venture Capital VI, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Ventures VI GP, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Ventures VI GP-GP, LLC ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Vantage II, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Vantage II GP, L.P. ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Vantage II GP-GP, LLC ONE SANSOME STREET, SUITE 3630 SAN FRANCISCO, CA 94104 |
X | |||
| Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date | |
| Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date | |
| Versant Ventures VI GP-GP, LLC By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date | |
| Versant Vantage II, LP By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date | |
| Versant Vantage II GP, L.P., By: Versant Vantage II GP-GP, LLC Its: General Partner By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date | |
| Versant Vantage II GP-GP, LLC, By: /s/ Robin L. Praeger Its: Managing Director | 07/01/2021 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These shares of the Series A Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering ("IPO") without payment of additional consideration. The Series A Preferred Stock had no expiration date. |
| (2) | These shares are held by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP-GP, LLC ("VV VI GP") is the sole general partner of Versant Ventures VI GP, L.P. ("VV VI") and VV VI is the sole general partner of VVC VI. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV VI GP and may be deemed to share voting and dispositive power over the shares held by VVC VI. Each of VV VI GP, VV VI and Jerel C. Davis disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |
| (3) | These shares of the Series B Preferred Stock were convertible at any time at the holder's election and automatically converted on a 2.432-for-one basis into shares of the Issuer's common stock into shares of the Issuer's common stock immediately upon the closing of the IPO without payment of additional consideration. The Series B Preferred Stock had no expiration date. |
| (4) | These shares are held by Versant Vantage II, L.P. ("VV II"). Versant Vantage II GP-GP, LLC ("VV II GP-GP") is the sole general partner of Versant Vantage II GP, L.P. ("VV II GP") and VV II GP is the sole general partner of VV II. Jerel C. Davis, a member of the Issuer's board of directors, is a managing member of VV II GP-GP and may be deemed to share voting and dispositive power over the shares held by VV II. Each of VV II GP-GP, VV II GP and Jerel C. Davis disclaims beneficial ownership of the shares held by VV II, except to the extent of their respective pecuniary interests therein. Jerel C. Davis is a director of the Issuer and, accordingly files separate Section 16 reports. |