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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1) | 11/02/2021 | C | 2,275,827 | A | (1) | 2,275,827 | I | See footnote(2) | ||
Common Stock | 11/02/2021 | P | 693,525 | A | $14 | 2,969,352 | I | See footnote(2) | ||
Common Stock(1) | 11/02/2021 | C | 54,065 | A | (1) | 54,065 | I | See footnote(3) | ||
Common Stock | 11/02/2021 | P | 16,475 | A | $14 | 70,540 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D-1 Convertible Preferred Stock | (4) | 11/02/2021 | C | 1,650,676 | (4) | (4) | Common Stock | 1,650,676 | $0.00 | 0 | I | See footnote(2) | |||
Series D-2 Convertible Preferred Stock | (5) | 11/02/2021 | C | 373,606 | (5) | (5) | Common Stock | 373,606 | $0.00 | 0 | I | See footnote(2) | |||
Series E Convertible Preferred Stock | (6) | 11/02/2021 | C | 251,545 | (6) | (6) | Common Stock | 251,545 | $0.00 | 0 | I | See footnote(2) | |||
Series D-1 Convertible Preferred Stock | (4) | 11/02/2021 | C | 39,214 | (4) | (4) | Common Stock | 39,214 | $0.00 | 0 | I | See footnote(3) | |||
Series D-2 Convertible Preferred Stock | (5) | 11/02/2021 | C | 8,876 | (5) | (5) | Common Stock | 8,876 | $0.00 | 0 | I | See footnote(3) | |||
Series E Convertible Preferred Stock | (6) | 11/02/2021 | C | 5,975 | (6) | (6) | Common Stock | 5,975 | $0.00 | 0 | I | See footnote(3) |
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. The number of shares of Common Stock contained in Column 4 of Table I, Rows 1 and 3, are the combined total of each share of Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock which immediately prior to the closing of the Issuer's initial public offering ("IPO") converted into shares of the Issuer's Common Stock, on a 13.7-for one basis without payment or further consideration and had no expiration date. |
2. 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. |
3. 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. |
4. Immediately prior to the closing of the IPO, the Series D-1 Convertible Preferred Stock automatically converted on a 13.7-for one basis into Common Stock without payment or further consideration. The Series D-1 Convertible Preferred Stock had no expiration date. |
5. Immediately prior to the closing of the IPO, the Series D-2 Convertible Preferred Stock automatically converted on a 13.7-for one basis into Common Stock without payment or further consideration. The Series D-2 Convertible Preferred Stock had no expiration date. |
6. Immediately prior to the closing of the IPO, the Series E Convertible Preferred Stock automatically converted on a 13.7-for one basis into Common Stock without payment or further consideration. The Series E Convertible Preferred Stock had no expiration date. |
Remarks: |
Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 11/04/2021 | |
Medicxi Growth I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 11/04/2021 | |
Medicxi Growth Co-Invest I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director | 11/04/2021 | |
Medicxi Growth I GP Limited, By: /s/ Francois Chesnay, Its: Director | 11/04/2021 | |
** 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 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). | ||
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. |