01/24/2025 | Press release | Distributed by Public on 01/24/2025 17:53
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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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 |
/s/ Andrew Polovin, Attorney-in-Fact | 01/24/2025 |
**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) | 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. |