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Filing Details

Accession Number:: 0001104659-24-100333
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-16 20:57:32
Reporting Period:: 2024-09-12

Accepted Time:: 2024-09-16 20:57:32
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
1253886	G Patrick Enright	C/O Zenas Biopharma, Inc. 1000 Winter Street, Suite 1200 Waltham MA 02451		Yes	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	723,812	$0.00	723,812	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2024-09-16	1,003,592	$0.00	1,727,404	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2024-09-16	334,530	$0.00	334,530	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2024-09-16	440,000	$17.00	774,530	No	4	P	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Convertible Preferred Stock	Disposition	2024-09-16	6,284,933	$0.00	723,812	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2024-09-16	8,714,293	$0.00	1,003,592	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2024-09-16	2,904,764	$0.00	334,530	$0.00
Common Stock	Stock Option (Right to Buy)	Acquisiton	2024-09-12	37,000	$0.00	37,000	$17.00

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

Footnotes

On September 16, 2024, the shares of Series B 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.
Shares held by Longitude Venture Partners IV, L.P. ("LVPIV").
Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Longitude Prime Partners, LLC ("LPP") is the general partner of Longitude Prime Fund, L.P. ("LPF") and may be deemed to have voting, investment and dispositive power with respect to the securities held by LPF. Juliet Tammenoms Bakker and Patrick G. Enright, a member of the board of directors of the Issuer, are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of LCPIV, LPP, Ms. Bakker and Mr. Enright disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
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.
Shares held by LPF.
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.