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AURA Aura Biosciences

Filed: 4 Nov 21, 5:00pm
SEC Form 4
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*
Medicxi Ventures Management (Jersey) Ltd

(Last) (First) (Middle)
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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*
Medicxi Ventures Management (Jersey) Ltd

(Last) (First) (Middle)
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Medicxi Growth I LP

(Last) (First) (Middle)
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Medicxi Growth Co-Invest I LP

(Last) (First) (Middle)
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Medicxi Growth I GP Ltd

(Last) (First) (Middle)
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE

(Street)
ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)
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
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