SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* GNI Group Ltd. (Last) (First) (Middle) NIHONBASHI-HONCHO YS BLDG 3F 2-2-2 NIHONBASHI-HONCHO, CHUO-KU (Street) TOKYO M0 103-0023 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/26/2022	3. Issuer Name and Ticker or Trading Symbol CATALYST BIOSCIENCES, INC. [ CBIO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	895,217	D(1)(2)
Common Stock	5,371,304	D(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series X Convertible Preferred Stock	(5)	(5)	Common Stock	17,630,000	(5)	D(1)(2)
Series X Convertible Preferred Stock	(5)	(5)	Common Stock	105,770,000	(5)	D(3)(4)

1. Name and Address of Reporting Person* GNI Group Ltd. (Last) (First) (Middle) NIHONBASHI-HONCHO YS BLDG 3F 2-2-2 NIHONBASHI-HONCHO, CHUO-KU (Street) TOKYO M0 103-0023 (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* GNI Hong Kong Ltd (Last) (First) (Middle) 12/F ELITE CENTRE 22 HUNG TO ROAD (Street) KWUN TONG KL K3 (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. These securities are held by GNI Group Ltd. ("GNI Japan").

2. GNI Hong Kong Ltd. ("GNI HK") disclaims beneficial ownership of the securities held by GNI Japan for purposes of Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein.

3. These securities are held by GNI HK.

4. GNI HK, through GNI Japan-affiliated entities, is a wholly-owned subsidiary of GNI Japan. GNI Japan may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities held by GNI HK and, therefore, a "ten percent holder" hereunder.

5. Shares of Series X Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), are convertible into common stock based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on December 27, 2022), at the holder's election after 5:00 p.m. (New York City time) on the second business day after the date on which the Issuer's stockholders approve the conversion of the Preferred Stock.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney

	/s/ Branden Berns, Attorney-in-fact for GNI Group Ltd.	01/05/2023
	/s/ Branden Berns, Attorney-in-fact for GNI Hong Kong Ltd.	01/05/2023
	** Signature of Reporting Person	Date
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