Vijay Satyanand Pande - Sep 27, 2024 Form 4 Insider Report for BioAge Labs, Inc. (BIOA)

Role: Director
Signature: /s/ Dov A. Goldstein as attorney-in-fact
Stock symbol: BIOA
Transactions as of: Sep 27, 2024
Transactions value $: $16,200,000
Form type: 4
Date filed: 9/27/2024, 04:28 PM
Previous filing: Sep 25, 2024
Next filing: Oct 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BIOA	Common Stock	Conversion of derivative security		+856K			856K	Sep 27, 2024	AH Bio Fund I, L.P.	F1, F2, F3, F4
transaction	BIOA	Common Stock	Conversion of derivative security		+413K	+48.26%		1.27M	Sep 27, 2024	AH Bio Fund I, L.P.	F2, F3, F4, F5
transaction	BIOA	Common Stock	Conversion of derivative security		+190K			190K	Sep 27, 2024	AH Bio Fund III, L.P.	F3, F4, F6, F7
transaction	BIOA	Common Stock	Conversion of derivative security		+655K			655K	Sep 27, 2024	AH Bio Fund IV, L.P.	F3, F4, F8, F9
transaction	BIOA	Common Stock	Purchase	$16.2M	+900K		$18.00	900K	Sep 27, 2024	Andreessen Horowitz LSV Fund III, L.P.	F3, F4, F10

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
transaction	BIOA	Series A-1 Preferred Stock	Conversion of derivative security		-3.82M	-100%		0	Sep 27, 2024	Common Stock	856K		AH Bio Fund I, L.P.	F1, F2, F3, F4
transaction	BIOA	Series B Preferred Stock	Conversion of derivative security		-1.84M	-100%		0	Sep 27, 2024	Common Stock	413K		AH Bio Fund I, L.P.	F2, F3, F4, F5
transaction	BIOA	Series C Preferred Stock	Conversion of derivative security		-846K	-100%		0	Sep 27, 2024	Common Stock	190K		AH Bio Fund III, L.P.	F3, F4, F6, F7
transaction	BIOA	Series D Preferred Stock	Conversion of derivative security		-2.92M	-100%		0	Sep 27, 2024	Common Stock	655K		AH Bio Fund IV, L.P.	F3, F4, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series A-1 Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F2	The securities reported in this row are held by AH Bio Fund I, L.P. for itself and as nominee for AH Bio Fund I-B, L.P. (collectively, the "AH Bio Fund I Entities"). AH Equity Partners Bio I, L.L.C. ("AH EP Bio I") is the general partner of the AH Bio Fund I Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.
F3	The managing members of each of: (i) AH EP Bio I; (ii) AH EP Bio III; (iii) AH EP Bio IV; (iv) AH EP LSV III; and (v) AH EP 2022 Annual (collectively, the "AH GP Entities") are Marc Andreessen and Ben Horowitz, and each of them may be deemed to share voting and investment discretion with respect to securities directly held by the AH Fund Entities.
F4	The reporting person serves as one of the members of the AH GP Entities, but he disclaims the existence of a "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and disclaims beneficial ownership of the securities directly held by the AH Fund Entities, and this report shall not be deemed an admission that he is the beneficial owner of the securities reported herein for purposes of Section 16 of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.
F5	Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F6	Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series C Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F7	The securities reported in this row are held by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH Bio Fund III-Q, L.P. (collectively, the "AH Bio Fund III Entities"). AH Equity Partners Bio III, L.L.C. ("AH EP Bio III") is the general partner of the AH Bio Fund III Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.
F8	Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series D Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.224084614. The securities have no expiration date.
F9	The securities reported in this row are held by AH Bio Fund IV, L.P., for itself and as nominee for: (i) AH Bio Fund IV-B, L.P.; (ii) AH 2022 Annual Fund, L.P.; (iii) AH 2022 Annual Fund-B, L.P.; (iv) AH 2022 Annual Fund-QC, L.P.; and (v) CLF Partners III, LP (collectively, the "AH Bio Fund IV Entities"). AH Equity Partners Bio IV, L.L.C. ("AH EP Bio IV") is the general partner of the AH Bio Fund IV Entities and may be deemed to exercise voting and investment discretion with respect to securities directly held by them.
F10	The securities reported in this row are held by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and, collectively with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III") is the general partner of AH LSV Fund III and AH LSV Fund III-B and may be deemed to exercise voting and investment discretion with respect to securities directly held by them. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual") is the general partner of AH 2022 Annual and may be deemed to exercise voting and investment discretion with respect to securities directly held by it. The AH Bio Fund I Entities, the AH Bio Fund III Entities, the AH Bio Fund IV Entities and the AH LSV Fund III Entities are collectively referred to herein as the "AH Fund Entities."