| 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
Tyra Biosciences, Inc. [ TYRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2021 | ||||||||||||||||||||||||||
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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 | 09/17/2021 | C | 3,936,595 | A | (1) | 3,936,595 | D(2) | |||
| Common Stock | 09/17/2021 | C | 473,396 | A | (1) | 473,396 | D(3) | |||
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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 A Preferred Stock | (1) | 09/17/2021 | C | 1,333,334 | (1) | (1) | Common Stock | 3,463,201 | $0.00 | 0 | D(2) | ||||
| Series B Preferred Stock | (1) | 09/17/2021 | C | 182,257 | (1) | (1) | Common Stock | 473,394 | $0.00 | 0 | D(2) | ||||
| Series B Preferred Stock | (1) | 09/17/2021 | C | 182,258 | (1) | (1) | Common Stock | 473,396 | $0.00 | 0 | D(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. On September 17, 2021, each share of Series A Preferred Stock and each share of Series B Preferred Stock converted into Common Stock of the Issuer at a ratio of 1-for-2.5974 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 2. The shares are held directly by Canaan XI L.P. ("Canaan XI"). The sole general partner of Canaan XI is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any. |
| 3. The shares are held directly by Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7"). The sole general partner of Canaan Series 7 is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on September 14, 2021) |
| Canaan XI L.P., By: Canaan Partners XI LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact | 09/20/2021 | |
| Canaan Partners XI LLC, By: /s/ Nancy Levenson, Attorney-in-Fact | 09/20/2021 | |
| Canaan 2020+ Co-Investment L.P. - Series 7, By: Canaan Partners 2020+ Co-Investment LLC, as its General Partner, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer | 09/20/2021 | |
| Canaan Partners 2020+ Co-Investment LLC, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer | 09/20/2021 | |
| ** 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. | ||