10/09/2025 | Press release | Distributed by Public on 10/09/2025 15:25
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOULDER LEON O JR C/O ZENAS BIOPHARMA, INC. 852 WINTER ST., SUITE 250 WALTHAM, MA 02451 |
X | See Remarks |
By: /s/ Jeffrey Held, Attorney-in-Fact | 10/09/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On October 7, 2025, the Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (the "Trust"), of which the reporting person is a Trustee, entered into a Securities Purchase Agreement, dated as of October 7, 2025, by and among the Issuer and the investors party thereto, pursuant to which the Trust acquired 36,928 shares of common stock at a purchase price of $20.85 per share. |
(2) | The reporting person is a Trustee of the Trust and may be deemed to have voting and dispositive power over the shares held by the Trust. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(3) | The reporting person is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have voting and dispositive power over the shares held by Tellus. The reporting person is the Issuer's chief executive officer and Chairman of its board of directors. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
Remarks: Chief Executive Officer |