| 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 02/12/2024 | C(1) | 2,805,426 | A | (1) | 2,805,426 | I | By: Northpond Ventures III, LP(2) | ||
| Common Stock | 02/12/2024 | P | 450,000 | A | $22 | 450,000 | I | By: Northpond Ventures, LP(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 B Preferred Stock | (1) | 02/12/2024 | C(1) | 12,767,776 | (1) | (1) | Common Stock | 2,805,426 | (1) | 0 | I | By: Northpond Ventures III, LP(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Immediately prior to the closing of the initial public offering of Kyverna Therapeutics, Inc. (the "Issuer"), each share of Series B Convertible Preferred Stock, par value $0.00001 per share (the "Series B Preferred Stock"), of the Issuer automatically converted on a 4.5511-for-1 basis into shares of the Issuer's common stock, par value $0.00001 per share (the "Common Stock"). The Series B Preferred Stock had no expiration date. |
| 2. Northpond Ventures III GP, LLC ("Northpond III LLC") is the general partner of Northpond Ventures III, LP ("Northpond Fund III"), and Michael P. Rubin is the managing member of Northpond III LLC. As a result, each of Northpond III LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund III. Each of Northpond III LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 3. Northpond Ventures GP, LLC ("Northpond LLC") is the general partner of Northpond Ventures, LP ("Northpond Fund"), and Michael P. Rubin is the managing member of Northpond LLC. As a result, Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund. Mr. Rubin disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. |
| Northpond Ventures III GP, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer | 02/12/2024 | |
| Northpond Ventures III, LP, By: Northpond Ventures III GP, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer | 02/12/2024 | |
| /s/ Michael P. Rubin | 02/12/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||