SEC FORM 4

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^*

Readnour Robin Shane

(Last)

(First)

(Middle)

C/O MOUNTAIN GROUP CAPITAL, LLC

3835 CLEGHORN AVENUE, SUITE 300

(Street)

NASHVILLE

37215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AN2 Therapeutics, Inc. [ ANTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/29/2022		C		285,156	A	⁽¹⁾	285,156	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	03/29/2022		C		333,135	A	⁽¹⁾	333,135	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	03/29/2022		C		61,491	A	⁽¹⁾	346,647	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	03/29/2022		C		71,839	A	⁽¹⁾	404,974	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	03/29/2022		P		70,716	A	$15	417,363	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	03/29/2022		P		82,618	A	$15	487,592	I	See footnotes⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2022		C			285,156	⁽¹⁾	⁽¹⁾	Common Stock	285,156	$0.00	0	I	See footnotes⁽²⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/29/2022		C			333,135	⁽¹⁾	⁽¹⁾	Common Stock	333,135	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2022		C			61,491	⁽¹⁾	⁽¹⁾	Common Stock	61,491	$0.00	0	I	See footnotes⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/29/2022		C			71,839	⁽¹⁾	⁽¹⁾	Common Stock	71,839	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each share of Preferred Stock automatically converts on a one-for-one basis into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The shares of Preferred Stock have no expiration date.

2. Shares held directly by MGC Venture Partners 2018, LP. ("MGC 2018 LP").

3. Shares held directly by MGC Venture Partners QP 2018 LP ("MGC 2018 QP").

4. MGC Venture Partners 2018 GP, LLC ("MGC 2018 GP") is the general partner of MGC 2018 LP and MGC 2018 QP. MGC 2018 GP has shared voting and shared dispositive power over the shares held by MGC 2018 LP and MGC 2018 QP. The Reporting Person is a member of the Issuer's board of directors and is a member of MGC 2018 QP and MGC 2018 LP and a managing partner of MGC 2018 GP and has shared voting power and shared dispositive power over the shares of common stock held by MGC 2018 LP and MGC 2018 QP. The Reporting Person disclaims beneficial ownership of the securities, except to the extent of such person's pecuniary interest in such securities.

Remarks:

	/s/ Lucy Day, Attorney-in-Fact for Robin Shane Readnour	03/31/2022
	** 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.
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