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Filing Details

Accession Number:: 0001104659-24-100766
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2024-09-17 20:56:05
Reporting Period:: 2024-09-12

Accepted Time:: 2024-09-17 20:56:05
Original Submission Date:: 2024-09-16
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1663607	Evan Peter Harwin	200 Barr Harbor Drive Suite 400 West Conshohocken PA 19428	Yes	No	No	No
1769651	L.p. Ii Fund Healthcare Fairmount	200 Barr Harbor Drive Suite 400 West Conshohocken PA 19428	Yes	No	No	No
1802528	Fairmount Funds Management Llc	Barr Harbor Drive Suite 400 West Conshohocken PA 94025	Yes	No	No	No
1830177	Tomas Kiselak	200 Barr Harbor Drive Suite 400 West Conshohocken PA 19428	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	41,130	$0.00	329,045	No	4	C	Indirect	By Fairmount Healthcare Fund II LP
Common Stock	Acquisiton	2024-09-16	252,890	$0.00	581,935	No	4	C	Indirect	By Fairmount Healthcare Fund II LP
Common Stock	Acquisiton	2024-09-16	709,794	$0.00	1,291,729	No	4	C	Indirect	By Fairmount Healthcare Fund II LP
Common Stock	Acquisiton	2024-09-16	301,077	$0.00	1,592,806	No	4	C	Indirect	By Fairmount Healthcare Fund II LP
Common Stock	Acquisiton	2024-09-16	300,000	$17.00	1,892,806	No	4	P	Indirect	By Fairmount Healthcare Fund II LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Fairmount Healthcare Fund II LP
No	4	C	Indirect	By Fairmount Healthcare Fund II LP
No	4	C	Indirect	By Fairmount Healthcare Fund II LP
No	4	C	Indirect	By Fairmount Healthcare Fund II LP
No	4	P	Indirect	By Fairmount Healthcare Fund II LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series Seed Convertible Preferred Stock	Disposition	2024-09-16	357,143	$0.00	41,130	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2024-09-16	2,195,871	$0.00	252,890	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2024-09-16	6,163,236	$0.00	709,794	$0.00
Common Stock	Series C Convertible Preferred Stock	Disposition	2024-09-16	2,614,287	$0.00	301,077	$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
0		No	4	C	Indirect
37,000	2034-09-11	No	4	A	Indirect

Footnotes

On September 16, 2024, the shares of Series Seed 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 original Form 4, filed on September 16, 2024 is being amended by this Form 4 solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported.
Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. ("Fund II"). The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
On September 16, 2024, the shares of Series A 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.
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.
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 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.
Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.