Leon O. Moulder Jr - Sep 12, 2024 Form 3 Insider Report for Zenas BioPharma, Inc. (ZBIO)

Role
Chief Executive Officer, Director
Signature
By: /s/ Chase Jayasekera, Attorney-in-Fact
Stock symbol
ZBIO
Transactions as of
Sep 12, 2024
Transactions value $
$0
Form type
3
Date filed
9/12/2024, 09:33 PM
Previous filing
Jun 20, 2024
Next filing
Sep 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZBIO Common Stock 1.12M Sep 12, 2024 See Footnote F1
holding ZBIO Common Stock 4.52K Sep 12, 2024 Direct F2

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 ZBIO Series Seed Convertible Preferred Stock Sep 12, 2024 Common Stock 165K See Footnote F1, F3
holding ZBIO Series A Convertible Preferred Stock Sep 12, 2024 Common Stock 108K Direct F4
holding ZBIO Series B Convertible Preferred Stock Sep 12, 2024 Common Stock 372K See Footnote F1, F5
holding ZBIO Series B Convertible Preferred Stock Sep 12, 2024 Common Stock 48.3K Direct F5
holding ZBIO Stock Option (Right to Buy) Sep 12, 2024 Common Stock 308K $9.30 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2 Includes 753 shares of Common Stock, representing the unvested portion of an award of shares subject to certain restrictions for the purchase of 4,520 shares of Common Stock granted on August 21, 2020, which restrictions lapsed as to 25% of the shares on August 3, 2021, with the restrictions lapsing as to the remaining 75% of the shares in substantially equal installments over the following 36 months, subject to continued service.
F3 Each share of Series Seed Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series Seed Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.
F4 Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series A Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.
F5 Each share of Series B Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 8.6831-for-1 basis and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Company's initial public offering.
F6 The option vested as to 25% of the underlying shares of common stock on June 29, 2024, the first anniversary of the vesting commencement date, and as to the remaining shares in equal month installments over 36 months thereafter, subject to continued service.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney