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Filing Details

Accession Number:: 0000950170-24-106979
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-16 20:54:53
Reporting Period:: 2024-09-16

Accepted Time:: 2024-09-16 20:54:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1953926	Zenas Biopharma Inc.	ZBIO	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1444319	Raleigh Jason Nunn	985 Old Eagle School Road Suite 511 Wayne PA 19087		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2024-09-16	1,505,388	$0.00	1,505,388	No	4	C	Indirect	See Note 2
Common Stock	Acquisiton	2024-09-16	441,176	$17.00	1,946,564	No	4	P	Indirect	See Note 2
Common Stock	Acquisiton	2024-09-16	669,061	$0.00	669,061	No	4	C	Indirect	See Note 3
Common Stock	Acquisiton	2024-09-16	441,176	$17.00	1,110,237	No	4	P	Indirect	See Note 3

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 2
No	4	P	Indirect	See Note 2
No	4	C	Indirect	See Note 3
No	4	P	Indirect	See Note 3

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Acquisiton	2024-09-12	37,000	$0.00	37,000	$17.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2024-09-16	13,071,439	$0.00	1,505,388	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2024-09-16	5,809,528	$0.00	669,061	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
37,000	2034-09-11	No	4	A	Direct
0		No	4	C	Indirect
0		No	4	C	Indirect

Footnotes

On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund II Aggregator, LP, and a limited partner of SR One Capital Partners II, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Opportunities Fund I, LP, and a limited partner of SR One Capital Opportunities Partners I, LP. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service.