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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/14/2021 | 3. Issuer Name and Ticker or Trading Symbol SERA PROGNOSTICS, INC. [ SERA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 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) |
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 Preferred Stock | (1) | (2) | Class A Common Stock | 1,515,595 | 9.02(3) | I | By Blue Ox Healthcare Partners SP, LLC(4) |
Series D Preferred Stock | (1) | (2) | Class A Common Stock | 1,075,047 | 9.02(3) | I | By BXHCP SP II, LLC(4) |
Series E Preferred Stock | (1) | (2) | Class A Common Stock | 1,204,508 | 12.45(5) | I | By BXHCP SP III, LLC(4) |
Warrant (right to buy) | (6) | 07/31/2029 | Class A Common Stock | 378,897 | 9.02 | I | By Blue Ox Healthcare Partners SP, LLC(4) |
Warrant (right to buy) | (6) | 07/31/2029 | Class A Common Stock | 378,897 | 10.83 | I | By Blue Ox Healthcare Partners SP, LLC(4) |
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 shares of preferred stock will automatically convert into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering. |
2. Not applicable |
3. The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date. |
4. Blue Ox Healthcare Partners, LLC is the manager of each of Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC, and BXHCP SP III, LLC, and may be deemed to have voting, investment and dispositive power with respect to the shares held by Blue Ox Healthcare Partners SP, LLC, BXHCP SP II, LLC, and BXHCP SP III, LLC. Charles D. Kennedy MD, Oded Levy, and John A. Neczesny, managing partners of Blue Ox Healthcare Partners, LLC, each may be deemed to share voting, investment and dispositive power with respect to these shares. |
5. The Issuer's Series E Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.45 per share. The Series E Preferred Stock has no expiration date. |
6. Immediately exercisable. |
Blue Ox Healthcare Partners, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
Blue Ox Healthcare Partners SP, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
BXHCP SP II, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
BXHCP SP III, LLC /s/ John A. Neczesny, Secretary John A. Neczesny, Secretary | 07/21/2021 | |
** 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. |