SEC Filing - Aura Biosciences

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SEC FORM 3 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^*

Elazzouzi Amy

(Last)

(First)

(Middle)

C/O AURA BIOSCIENCES, INC.

80 GUEST STREET

(Street)

BOSTON

01235

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2024

3. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Vice President, Finance

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
	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)
Common Stock	39,996	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽¹⁾	09/03/2025	Common Stock	2,554	5.07	D
Stock Option (Right to Buy)	⁽¹⁾	04/11/2026	Common Stock	1,094	5.48	D
Stock Option (Right to Buy)	⁽¹⁾	10/26/2026	Common Stock	547	5.48	D
Stock Option (Right to Buy)	⁽¹⁾	04/12/2027	Common Stock	547	5.21	D
Stock Option (Right to Buy)	⁽¹⁾	02/21/2028	Common Stock	4,744	2.74	D
Stock Option (Right to Buy)	⁽¹⁾	02/06/2029	Common Stock	1,094	3.16	D
Stock Option (Right to Buy)	⁽¹⁾	03/16/2030	Common Stock	2,319	4.25	D
Stock Option (Right to Buy)	⁽²⁾	06/28/2031	Common Stock	36,496	5.48	D
Stock Option (Right to Buy)	⁽³⁾	10/28/2031	Common Stock	31,500	14	D
Stock Option (Right to Buy)	⁽⁴⁾	01/19/2033	Common Stock	17,500	10.18	D
Stock Option (Right to Buy)	⁽⁵⁾	02/01/2034	Common Stock	26,670	7.77	D

Explanation of Responses:

1. This option is fully vested.

2. The shares underlying this option vest in 48 monthly installments, equal to 2.0833% of the shares, over the 48 months following June 28, 2021, subject to the Reporting Person's continued service as of each such vesting date.

3. The shares underlying this option vest as follows: 25% of the shares vest on October 28, 2022 with the remainder vesting thereafter pro-rata in 36 monthly installments, subject to the Reporting Person's continued service as of each such vesting date.

4. The shares underlying this option vest as follows: 25% of the shares vest on January 19, 2024 with the remainder vesting thereafter pro-rata in 36 monthly installments, subject to the Reporting Person's continued service as of each such vesting date.

5. The shares underlying this option vest as follows: 25% of the shares vest on February 1, 2025 with the remainder vesting thereafter pro-rata in 36 monthly installments, subject to the Reporting Person's continued service as of each such vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Conor Kilroy, Attorney-in-fact	10/29/2024
	** 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 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.

EX-24

POWER OF ATTORNEY

Know all by these present, that I, the undersigned director and/or officer of Aura Biosciences, Inc., a Delaware corporation (the “Company”), hereby constitute and appoint each of Conor Kilroy and Elisabet de los Pinos as my true and lawful attorneys-in-fact and agent, with full power to act, together or each without the other, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities:

(i)

to execute and file for and on behalf of the undersigned any reports on Forms 3, 4 and 5 (including any amendments thereto and any successors to such Forms) with respect to ownership acquisition or disposition of securities of the Company that the undersigned may be required to file with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder;

(ii)

to execute and file for and on behalf of the undersigned any voluntary filings under Section 16(a) of the Exchange Act;

(iii)

to request electronic filing codes from the SEC by filing the Form ID (including amendments thereto) and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to file such reports electronically;

(iv)

to prepare, file, and submit any documents or reports that may be required under SEC Rule 144 to permit the undersigned to sell Company common stock without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Rule 144 as amended from time to time; or

(v)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16(a) of the Exchange Act or the Securities Act. The Company will use all reasonable efforts to apprise the undersigned of applicable filing requirements for purposes of Section 16(a) of the Exchange Act or the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes and replaces any prior Power of Attorney executed by the undersigned with respect to the ownership, acquisition or disposition of securities of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this October 28, 2024.


	/s/ Amy Elazzouzi
	Signature

	Amy Elazzouzi
	Print Name