SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Canaan XI L.P.

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/17/2021 C 3,936,595 A (1) 3,936,595 D(2)
Common Stock 09/17/2021 C 473,396 A (1) 473,396 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 09/17/2021 C 1,333,334 (1) (1) Common Stock 3,463,201 $0.00 0 D(2)
Series B Preferred Stock (1) 09/17/2021 C 182,257 (1) (1) Common Stock 473,394 $0.00 0 D(2)
Series B Preferred Stock (1) 09/17/2021 C 182,258 (1) (1) Common Stock 473,396 $0.00 0 D(3)
1. Name and Address of Reporting Person*
Canaan XI L.P.

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Canaan Partners XI LLC

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Canaan 2020+ Co-Investment L.P. Series 7

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Canaan Partners 2020+ Co-Investment LLC

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On September 17, 2021, each share of Series A Preferred Stock and each share of Series B Preferred Stock converted into Common Stock of the Issuer at a ratio of 1-for-2.5974 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
2. The shares are held directly by Canaan XI L.P. ("Canaan XI"). The sole general partner of Canaan XI is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any.
3. The shares are held directly by Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7"). The sole general partner of Canaan Series 7 is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any.
Remarks:
Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on September 14, 2021)
Canaan XI L.P., By: Canaan Partners XI LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact 09/20/2021
Canaan Partners XI LLC, By: /s/ Nancy Levenson, Attorney-in-Fact 09/20/2021
Canaan 2020+ Co-Investment L.P. - Series 7, By: Canaan Partners 2020+ Co-Investment LLC, as its General Partner, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer 09/20/2021
Canaan Partners 2020+ Co-Investment LLC, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer 09/20/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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