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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Phillips Joshua

(Last)

(First)

(Middle)

C/O SERA PROGNOSTICS, INC.

2749 EAST PARLEYS WAY, SUITE 200

(Street)

SALT LAKE CITY

84109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SERA PROGNOSTICS, INC. [ SERA ]

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)
07/19/2021

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)
Class A Common Stock	07/19/2021		C		41,182	A	⁽¹⁾	78,731	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		231,678	A	⁽³⁾	310,409	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		19,240	A	⁽⁴⁾	329,649	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		34,030	A	⁽⁵⁾	363,679	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		24,942	A	⁽⁶⁾	388,621	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		166,098	A	⁽³⁾	554,719	I	Held by Catalyst Health Ventures (PF), L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		41,193	A	⁽⁴⁾	595,912	I	Held by CHV Investments, LLC⁽²⁾
Class A Common Stock	07/19/2021		C		85,577	A	⁽⁵⁾	681,489	I	Held by CHV Investments, LLC⁽²⁾
Class A Common Stock	07/19/2021		C		47,857	A	⁽⁷⁾	729,346	I	Held by CHV Investments, LLC⁽²⁾
Class A Common Stock	07/19/2021		C		39,116	A	⁽⁶⁾	768,462	I	Held by CHV Investments, LLC⁽²⁾
Class A Common Stock	07/19/2021		C		160,601	A	⁽⁸⁾	929,063	I	Held by CHV Investments, LLC⁽²⁾
Class A Common Stock	07/19/2021		C		32,335	A	⁽⁷⁾	961,398	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽²⁾
Class A Common Stock	07/19/2021		C		3,713	A	⁽⁶⁾	965,111	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽²⁾

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-1 Preferred Stock	⁽¹⁾	07/19/2021		C			41,182	⁽⁹⁾	⁽¹⁾	Class A Common Stock	41,182	$0	0	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Series A-2 Preferred Stock	⁽³⁾	07/19/2021		C			231,678	⁽⁹⁾	⁽³⁾	Class A Common Stock	231,678	$0	0	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	07/19/2021		C			19,240	⁽⁹⁾	⁽⁴⁾	Class A Common Stock	19,240	$0	0	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Series B-2 Preferred Stock	⁽⁵⁾	07/19/2021		C			34,030	⁽⁹⁾	⁽⁵⁾	Class A Common Stock	34,030	$0	0	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Series D Preferred Stock	⁽⁶⁾	07/19/2021		C			24,942	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	24,942	$0	0	I	Held by Catalyst Health Ventures, L.P.⁽²⁾
Series A-2 Preferred Stock	⁽³⁾	07/19/2021		C			166,098	⁽⁹⁾	⁽³⁾	Class A Common Stock	166,098	$0	0	I	Held by Catalyst Health Ventures (PF), L.P.⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	07/19/2021		C			41,193	⁽⁹⁾	⁽⁴⁾	Class A Common Stock	41,193	$0	0	I	Held by CHV Investments, LLC⁽²⁾
Series B-2 Preferred Stock	⁽⁵⁾	07/19/2021		C			85,577	⁽⁹⁾	⁽⁵⁾	Class A Common Stock	85,577	$0	0	I	Held by CHV Investments, LLC⁽²⁾
Series C-1 Preferred Stock	⁽⁷⁾	07/19/2021		C			47,857	⁽⁹⁾	⁽⁷⁾	Class A Common Stock	47,857	$0	0	I	Held by CHV Investments, LLC⁽²⁾
Series D Preferred Stock	⁽⁶⁾	07/19/2021		C			39,116	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	39,116	$0	0	I	Held by CHV Investments, LLC⁽²⁾
Series E Preferred Stock	⁽⁸⁾	07/19/2021		C			160,601	⁽⁹⁾	⁽⁸⁾	Class A Common Stock	160,601	$0	0	I	Held by CHV Investments, LLC⁽²⁾
Series C-1 Preferred Stock	⁽⁷⁾	07/19/2021		C			32,335	⁽⁹⁾	⁽⁷⁾	Class A Common Stock	32,335	$0	0	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽²⁾
Series D Preferred Stock	⁽⁶⁾	07/19/2021		C			3,713	⁽⁹⁾	⁽⁶⁾	Class A Common Stock	3,713	$0	0	I	Held by Catalyst Health Ventures Follow-on Fund, L.P.⁽²⁾

Explanation of Responses:

1. The Issuer's Series A-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $6.07 per share. The Series A-1 Preferred Stock has no expiration date.

2. CHV GP LLC is the general partner of Catalyst Health Ventures, L.P. ("CHV LP") and Catalyst Health Ventures (PF), L.P. ("CHV PF"). CHV III GP LLC is the general partner of CHV Investments LLC ("CHV Investments") and Catalyst Health Ventures Follow-on Fund, L.P. ("CHV FO", together with CHV LP, CHV PF and CHV Investments, the "CHV Funds"). Joshua Phillips, a member of the Issuer's board of directors, is a managing member of CHV GP LLC and CHV III GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC, and CHV III GP LLC. The securities held by the CHV Funds may be deemed to be beneficially owned by Joshua Phillips. Joshua Phillips disclaims beneficial ownership of these securities except to the extent of his pecuniary benefit therein.

3. The Issuer's Series A-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series A-2 Preferred Stock has no expiration date.

4. The Issuer's Series B-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series B-1 Preferred Stock has no expiration date.

5. The Issuer's Series B-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $8.32 per share. The Series B-2 Preferred Stock has no expiration date.

6. The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date.

7. The Issuer's Series C-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.37 per share. The Series C-1 Preferred Stock has no expiration date.

8. The Issuer's Series E Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.45 per share. The Series E Preferred Stock has no expiration date.

9. The shares of preferred stock automatically converted into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering, which became effective on July 19, 2021.

	/s/ Nishant Dharia , Attorney-in-fact	07/21/2021
	** 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).
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.