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

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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^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

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

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)
04/02/2024

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)
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)
Common Stock	04/02/2024		C		589,743	A	⁽¹⁾	617,092	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	04/02/2024		C		787,545	A	⁽¹⁾	828,570	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	04/02/2024		C		1,048,433	A	⁽¹⁾	1,048,433	I	See footnotes⁽⁵⁾⁽⁶⁾
Common Stock	04/02/2024		P		66,667	A	$16	683,759	I	See footnotes⁽²⁾⁽⁴⁾⁽⁷⁾
Common Stock	04/02/2024		P		133,333	A	$16	1,181,766	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾

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 Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			424,908	⁽¹⁾	⁽¹⁾	Common Stock	424,908	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			586,080	⁽¹⁾	⁽¹⁾	Common Stock	586,080	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			454,212	⁽¹⁾	⁽¹⁾	Common Stock	454,212	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			227,920	⁽¹⁾	⁽¹⁾	Common Stock	227,920	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			164,835	⁽¹⁾	⁽¹⁾	Common Stock	164,835	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			201,465	⁽¹⁾	⁽¹⁾	Common Stock	201,465	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/02/2024		C			366,301	⁽¹⁾	⁽¹⁾	Common Stock	366,301	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(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^*

BYBEE CLINTON

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(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^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(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^*

GILLIS STEVEN

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(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 the Issuer's preferred stock is convertible into shares of the Issuer's common stock and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering.

2. Represents shares held directly by ARCH Venture Fund IX, L.P. (ARCH IX). ARCH Venture Partners IX, L.P. (AVP IX LP) is the sole general partner of ARCH IX.

3. Represents shares held directly by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage.

4. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. Keith Crandell, Robert Nelsen and Clinton Bybee are managing directors of AVP IX LLC (the AVP IX MDs). AVP IX LP and AVP IX Overage LP may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, respectively, AVP IX LLC may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, and each of the AVP IX MDs may be deemed to share the power to direct the disposition and vote of the shares held by ARCH IX and ARCH IX Overage. AVP IX LP, AVP IX Overage LP, AVP IX LLC, and the AVP IX MDs each disclaim beneficial ownership except to to the extent of any pecuniary interest therein, if any.

5. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.

6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of AVP X Overage LP. Keith Crandell, Robert Nelsen and Steven Gillis are members of the investment committee of AVP X LLC (the AVP X Committee Members). AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X Overage, AVP X LLC may be deemed to beneficially own the shares held by ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X Overage. AVP X Overage LP, AVP X LLC, and the AVP X Committee Members each disclaim beneficial ownership except to the extent of any pecuniary interest therein, if any.

7. Reflects shares purchased by ARCH IX in the Issuer's initial public offering.

8. Reflects shares purchased by ARCH X Overage in the Issuer's initial public offering.

Remarks:

This Form 4 is one of two reports relating to the same transaction being filed jointly by ARCH IX, AVP IX LP, ARCH IX Overage, AVP IX Overage LP, AVP IX LLC, ARCH X Overage, AVP X Overage LP, AVP X LLC, Robert Nelsen, Keith Crandell, Steve Gillis and Clint Bybee (collectively, the "Reporting Persons"). Kristina Burow is filing her own Form 4 separately.

	/s/ Keith Crandell, By: Mark McDonnell, attorney in-fact	04/04/2024
	/s/ Clinton Bybee, By: Mark McDonnell, attorney in-fact	04/04/2024
	/s/ Robert Nelsen, By: Mark McDonnell, attorney in-fact	04/04/2024
	/s/ Steven Gillis, By: Mark McDonnell, attorney in-fact	04/04/2024
	** 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 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).
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