| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/28/2021 |
3. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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-1 Convertible Preferred Stock | (1) | (1) | Common Stock(2) | 1,650,676 | (1) | I | See footnote(5) |
| Series D-2 Convertible Preferred Stock | (1) | (1) | Common Stock(3) | 373,606 | (1) | I | See footnote(5) |
| Series E Convertible Preferred Stock | (1) | (1) | Common Stock(4) | 251,545 | (1) | I | See footnote(5) |
| Series D-1 Convertible Preferred Stock | (1) | (1) | Common Stock(2) | 39,214 | (1) | I | See footnote(6) |
| Series D-2 Convertible Preferred Stock | (1) | (1) | Common Stock(3) | 8,876 | (1) | I | See footnote(6) |
| Series E Convertible Preferred Stock | (1) | (1) | Common Stock(4) | 5,975 | (1) | I | See footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Immediately prior to the completion of the Issuer's initial public offering ("IPO"), each share of Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock, on a 13.7-for one basis and has no expiration date. |
| 2. Upon the closing of the Issuer's IPO, all shares of the Series D-1 Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. |
| 3. Upon the closing of the Issuer's IPO, all shares of the Series D-2 Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. |
| 4. Upon the closing of the Issuer's IPO, all shares of the Series E Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. |
| 5. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager") is the sole manager of Medicxi Growth I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. |
| 6. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose. |
| Remarks: |
| Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 10/28/2021 | |
| Medicxi Growth I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 10/28/2021 | |
| Medicxi Growth Co-Invest I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 10/28/2021 | |
| Medicxi Growth I GP Limited, By: /s/ Francois Chesnay, Its: Director | 10/28/2021 | |
| ** 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 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. | ||