0001104659-24-100766.txt : 20240917 0001104659-24-100766.hdr.sgml : 20240917 20240917205605 ACCESSION NUMBER: 0001104659-24-100766 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240912 FILED AS OF DATE: 20240917 DATE AS OF CHANGE: 20240917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42270 FILM NUMBER: 241305990 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42270 FILM NUMBER: 241305992 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42270 FILM NUMBER: 241305993 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42270 FILM NUMBER: 241305991 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zenas BioPharma, Inc. CENTRAL INDEX KEY: 0001953926 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 WINTER ST, SUITE 1200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 857-271-2954 MAIL ADDRESS: STREET 1: 1000 WINTER ST, SUITE 1200 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Zenas BioPharma (Cayman) Ltd DATE OF NAME CHANGE: 20221108 4/A 1 tm2424157-13_4aseq1.xml OWNERSHIP DOCUMENT X0508 4/A 2024-09-12 2024-09-16 0 0001953926 Zenas BioPharma, Inc. ZBIO 0001802528 Fairmount Funds Management LLC BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 94025 1 0 0 0 0001769651 Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0001830177 Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0001663607 Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 0 0 0 Common Stock 2024-09-16 4 C 0 41130 A 329045 I By Fairmount Healthcare Fund II LP Common Stock 2024-09-16 4 C 0 252890 A 581935 I By Fairmount Healthcare Fund II LP Common Stock 2024-09-16 4 C 0 709794 A 1291729 I By Fairmount Healthcare Fund II LP Common Stock 2024-09-16 4 C 0 301077 A 1592806 I By Fairmount Healthcare Fund II LP Common Stock 2024-09-16 4 P 0 300000 17.00 A 1892806 I By Fairmount Healthcare Fund II LP Series Seed Convertible Preferred Stock 2024-09-16 4 C 0 357143 D Common Stock 41130 0 I By Fairmount Healthcare Fund II LP Series A Convertible Preferred Stock 2024-09-16 4 C 0 2195871 D Common Stock 252890 0 I By Fairmount Healthcare Fund II LP Series B Convertible Preferred Stock 2024-09-16 4 C 0 6163236 D Common Stock 709794 0 I By Fairmount Healthcare Fund II LP Series C Convertible Preferred Stock 2024-09-16 4 C 0 2614287 D Common Stock 301077 0 I By Fairmount Healthcare Fund II LP Stock Option (Right to Buy) 17.00 2024-09-12 4 A 0 37000 0 A 2034-09-11 Common Stock 37000 37000 I By Tomas Kiselak On September 16, 2024, the shares of Series Seed Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. The original Form 4, filed on September 16, 2024 is being amended by this Form 4 solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. ("Fund II"). The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. On September 16, 2024, the shares of Series A Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. On September 16, 2024, the shares of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service. Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein. Fairmount may be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount. By: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2024-09-17 By: /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP 2024-09-17 By: /s/ Tomas Kiselak 2024-09-17 By: /s/ Peter Harwin 2024-09-17