Tempus AI Inc.

01/24/2025 | Press release | Distributed by Public on 01/24/2025 17:53

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEFKOFSKY ERIC P
2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [TEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last) (First) (Middle)
C/O TEMPUS AI, INC., 600 WEST CHICAGO AVENUE, SUITE 510
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2025
(Street)
CHICAGO, IL 60654
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Class A Common Stock 01/22/2025 S(1) 30,609 D $47.78(2) 6,948,243 D
Class A Common Stock 01/22/2025 S(1) 101,967 D $49.06(3) 6,846,276 D
Class A Common Stock 01/22/2025 S(1) 238,699 D $49.84(4) 6,607,577 D
Class A Common Stock 01/22/2025 S(1) 60,587 D $50.7(5) 6,546,990 D
Class A Common Stock 01/22/2025 S(1) 41,747 D $51.82(6) 6,505,243 D
Class A Common Stock 01/22/2025 S(1) 2,600 D $52.46(7) 6,502,643 D
Class A Common Stock 01/23/2025 S(1) 24,677 D $48(8) 6,477,966 D
Class A Common Stock 01/23/2025 S(1) 61,987 D $48.57(9) 6,415,979 D
Class A Common Stock 01/23/2025 S(1) 377 D $49.29 6,415,602 D
Class A Common Stock 01/23/2025 S(1) 47,110 D $51.83(10) 6,368,492 D
Class A Common Stock 01/23/2025 S(1) 365,467 D $52.79(11) 6,003,025 D
Class A Common Stock 01/23/2025 S(1) 145,450 D $53.36(12) 5,857,575 D
Class A Common Stock 01/23/2025 J(13) 75 A $ 0 75 I By 346 Long LLC(13)
Class A Common Stock 01/24/2025 S(1) 71,333 D $53.26(14) 5,786,242 D
Class A Common Stock 01/24/2025 S(1) 11,355 D $53.84(15) 5,774,887 D
Class A Common Stock 01/24/2025 S(1) 3,100 D $54.75(16) 5,771,787 D
Class A Common Stock 9,557,283 I By Gray Media, LLC(17)
Class A Common Stock 26,589,477 I By Blue Media, LLC(17)
Class A Common Stock 4,952,973 I By Innovation Group Investors, L.P. - 2011 Series(17)
Class A Common Stock 206 I By Black Media, LLC(17)
Class A Common Stock 332,131 I By Lefkofsky Family Foundation(17)
Class A Common Stock 248,631 I By Lightbank Investments 1B, LLC(17)
Class A Common Stock 145,966 I By Innovation Group Investors, L.P. - Series 1B(17)
Class A Common Stock 1,397,589 I By Lightbank Global LLC(17)
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEFKOFSKY ERIC P
C/O TEMPUS AI, INC.
600 WEST CHICAGO AVENUE, SUITE 510
CHICAGO, IL 60654
X X CEO and Chairman

Signatures

/s/ Andrew Polovin, Attorney-in-Fact 01/24/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.295 to $48.28 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (14), (15) and (16).
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.38 to $49.37 inclusive.
(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.38 to $50.37 inclusive.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.38 to $51.37 inclusive.
(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.38 to $52.28 inclusive.
(7) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.41 to $52.535 inclusive.
(8) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.28 to $48.27 inclusive.
(9) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.28 to $49.23 inclusive.
(10) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.20 to $52.19 inclusive.
(11) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.20 to $53.195 inclusive.
(12) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.20 to $54.03 inclusive.
(13) Represents a pro rata distribution without additional consideration, and not a purchase or sale of securities, by a limited partnership in which 346 Long LLC is a limited partner. The Reporting Person is a member of, and controls a limited liability company that is a member of, 346 Long LLC.
(14) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.63 to $53.62 inclusive.
(15) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.65 to $54.2866 inclusive.
(16) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.74 to $54.76 inclusive.
(17) The Reporting Person is (i) the sole manager of each of Black Media, LLC, Blue Media, LLC, Gray Media, LLC, Lightbank Investments 1B, LLC, Lightbank Global LLC, (ii) the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B and (iii) a trustee of Lefkofsky Family Foundation.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.