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* Matrix Capital Management Company, LP (Last) (First) (Middle) 1000 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2021	3. Issuer Name and Ticker or Trading Symbol Aura Biosciences, Inc. [ AURA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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 E Convertible Preferred Stock	(1)	(1)	Common Stock, par value $0.00001 per share	2,327,870	(1)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person* Matrix Capital Management Company, LP (Last) (First) (Middle) 1000 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)

1. Name and Address of Reporting Person* GOEL DAVID E. (Last) (First) (Middle) C/O MATRIX CAPITAL MANAGEMENT CO., LP 1000 WINTER STREET, SUITE 4500 (Street) WALTHAM MA 02451 (City) (State) (Zip)

Explanation of Responses:

1. The Series E Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The shares of Series E Convertible Preferred Stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

2. The securities reported herein are held by Matrix Capital Management Master Fund, LP (the "Matrix Fund"). Matrix Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the Matrix Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the Managing General Partner of the Investment Manager.

3. The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

	Matrix Capital Management Company, LP, by: /s/ David E. Goel, its Managing General Partner	10/28/2021
	/s/ David E. Goel	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).
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