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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* venBio Global Strategic Fund III, L.P. (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RayzeBio, Inc. [ RYZB ]	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) 09/19/2023
	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	09/19/2023		C		3,786,957	A	(1)	3,786,957	D(4)
Common Stock	09/19/2023		C		1,123,862	A	(2)	4,910,819	D(4)
Common Stock	09/19/2023		C		247,343	A	(3)	5,158,162	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	09/19/2023		C			3,786,957	(1)	(1)	Common Stock	3,786,957	(1)	0	D(4)
Series B Convertible Preferred Stock	(2)	09/19/2023		C			1,123,862	(2)	(2)	Common Stock	1,123,862	(2)	0	D(4)
Series C Convertible Preferred Stock	(3)	09/19/2023		C			216,127	(3)	(3)	Common Stock	247,343	(3)	0	D(4)

1. Name and Address of Reporting Person* venBio Global Strategic Fund III, L.P. (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (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* VENBIO GLOBAL STRATEGIC GP III, L.P. (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (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* VENBIO GLOBAL STRATEGIC GP III, LTD (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (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* Adelman Robert J (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (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* GOODMAN COREY S (Last) (First) (Middle) 1700 OWENS STREET SUITE 595 (Street) SAN FRANCISCO CA 94158 (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. Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") was convertible into shares of Common Stock of the Issuer on a one-for-one basis. Upon the closing of the Issuer's initial public offering, the Series A Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series A Preferred Stock had no expiration date.

2. Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") was convertible into shares of Common Stock of the Issuer on a one-for-one basis. Upon the closing of the Issuer's initial public offering, the Series B Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series B Preferred Stock had no expiration date.

3. Each share of Series C Convertible Preferred Stock (the "Series C Preferred Stock") was convertible into shares of Common Stock of the Issuer on a one-for-1.14443753806379 basis. Upon the closing of the Issuer's initial public offering, the Series C Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Series C Preferred Stock had no expiration date.

4. These securities are held directly by venBio Global Strategic Fund III, L.P., a Cayman Islands partnership ("venBio III"). venBio Global Strategic GP III, L.P., a Cayman Islands partnership ("venBio GP") is the sole general partner of venBio III. venBio Global Strategic GP III, Ltd., a Cayman Islands company ("venBio Ltd") is the sole general partner of venBio GP. Robert Adelman and Corey Goodman, each a citizen of the United States (collectively, the "Directors") are each a director of venBio Ltd and may be deemed to share voting and dispositive power over the securities held directly by venBio III. Each of the Directors, together with venBio Ltd and venBio GP, disclaims beneficial ownership over the securities held directly by venBio III except to the extent of their pecuniary interest therein.

Remarks:

Dr. Aaron Royston serves as a member of the Issuer's board of directors and is a director of venBio Ltd. However, Dr. Royston disclaims beneficial ownership over the securities held by venBio III.

	venBio Global Strategic Fund III, L.P., by: venBio Global Strategic GP III, L.P., its general partner, by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	09/21/2023
	venBio Global Strategic GP III, L.P., by: venBio Global Strategic GP III, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	09/21/2023
	venBio Global Strategic GP III, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	09/21/2023
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	09/21/2023
	Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact	09/21/2023
	** 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.