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* Katabi Maha (Last) (First) (Middle) C/O RAYZEBIO, INC. 5505 MOREHOUSE DRIVE, SUITE 300 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2023	3. Issuer Name and Ticker or Trading Symbol RayzeBio, Inc. [ RYZB ]
		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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	973,653	(1)	I	By Sofinnova Venture Partners X, L.P.(2)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	973,653	(1)	I	By Sofinnova Venture Partners XI, L.P.(3)

Explanation of Responses:

1. Each share of Series D Convertible Preferred Stock (the "Preferred Stock") is 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 Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.

2. The shares are held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

3. The shares are held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP"), the general partner of SVP XI, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management XI, L.L.C. ("SM XI LLC"), the general partner of SM XI LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM XI LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jeff Woodley, Attorney-in-fact	09/14/2023
	** 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 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).
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