SEC FORM 3

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^*

Lim Jonathan E

(Last)

(First)

(Middle)

C/O BOUNDLESS BIO, INC.

9880 CAMPUS POINT DRIVE, SUITE 120

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2024

3. Issuer Name and Ticker or Trading Symbol
Boundless Bio, Inc. [ BOLD ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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	102,564	D
Common Stock	25,641	I	By City Hill, LLC⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	512,820	⁽²⁾	I	By City Hill, LLC⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,128	⁽²⁾	I	By City Hill, LLC⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	7,326	⁽²⁾	I	By City Hill, LLC⁽¹⁾
Stock Option	⁽³⁾	06/06/2031	Common Stock	10,256	$4.1	D
Stock Option	⁽⁴⁾	06/12/2033	Common Stock	17,435	$4.1	D
Stock Option	⁽⁵⁾	02/14/2034	Common Stock	13,846	$8.19	D

Explanation of Responses:

1. Consists of shares held directly by City Hill, LLC ("City Hill"). Jonathan E. Lim, M.D. serves as the managing partner of City Hill. Dr. Lim exercises voting and dispositive control over the securities held by City Hill and is therefore deemed to be a beneficial owner of securities owned by City Hill. Dr. Lim disclaims beneficial ownership of the reported securities held by City Hill, except to the extent of his pecuniary interest therein.

2. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

3. The stock option vests in 36 substantially equal monthly installments beginning on July 7, 2021.

4. The stock option vests in 36 substantially equal monthly installments beginning on July 13, 2023.

5. The stock option vests in 36 substantially equal monthly installments beginning on March 15, 2024.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Jessica Oien, Attorney-in-Fact for Jonathan Lim	03/27/2024
	** 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 5 (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.