Sec Form 4 Filing - Fletcher Aaron G.L. @ ACTUATE THERAPEUTICS, INC.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Fletcher Aaron G.L.

2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X __ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O BIOS EQUITY PARTNERS, 1751 RIVER RUN, SUITE 400

3. Date of Earliest Transaction (MM/DD/YY)
08/12/2024

(Street)

FORT WORTH, TX76107

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2024		C		884,427	A		884,427	I	Directly held by Bios Clinical Opportunity Fund, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		P		375,000	A	$ 8	1,259,427	I	Directly held by Bios Clinical Opportunity Fund, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		P		125,000	A	$ 8	125,000	I	Directly held by Bios 2024 Co-Invest, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		525,797	A		525,797	I	Directly held by Bios Fund I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		307,538	A		307,538	I	Directly held by Bios Fund I QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		141,457	A		141,457	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		462,073	A		462,073	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		61,857	A		61,857	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		153,702	A		153,702	I	Directly held by Bios Actuate Co-Invest I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		54,032	A		195,489	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		176,499	A		638,572	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		23,628	A		85,485	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		147,047	A		300,749	I	Directly held by Bios Actuate Co-Invest I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		101,900	A		297,389	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		332,867	A		971,439	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		44,559	A		130,044	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		309,589	A		309,589	I	Directly held by Bios Fund III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		2,022,029	A		2,022,029	I	Directly held by Bios Fund III QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		326,547	A		326,547	I	Directly held by Bios Fund III NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		2,094,650	A		2,094,650	I	Directly held by Bios Actuate Co-Invest II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		74,202	A		383,791	I	Directly held by Bios Fund III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		484,638	A		2,506,667	I	Directly held by Bios Fund III QP, LP ^{( 2 )}
Common Stock	08/14/2024		C		78,267	A		404,814	I	Directly held by Bios Fund III NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		C		573,394	A		573,394	I	Directly held by Bios Actuate Co-Invest III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		X		8,068	A	$ 5.27	305,457	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		S^{( 11 )}		5,314	D	$ 9	300,143	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		X		26,355	A	$ 5.27	997,794	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		S^{( 12 )}		17,361	D	$ 9	980,433	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		X		3,528	A	$ 5.27	133,572	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Common Stock	08/14/2024		S^{( 13 )}		2,324	D	$ 9	131,248	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	^{( 1 )}	08/14/2024		C			884,427 ^{( 1 )}	^{( 1 )}	^{( 1 )}	Common Stock	884,427	^{( 1 )}	0	I	Directly held by Bios Clinical Opportunity Fund, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series A Redeemable Convertible Preferred Stock	^{( 5 )}	0 8/14/2024		C			525,797	^{( 5 )}	^{( 5 )}	Common Stock	525,797	^{( 5 )}	0	I	Directly held by Bios Fund I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series A Redeemable Convertible Preferred Stock	^{( 5 )}	08/14/2024		C			307,538	^{( 5 )}	^{( 5 )}	Common Stock	307,538	^{( 5 )}	0	I	Directly held by Bios Fund I QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-1 Redeemable Convertible Preferred Stock	^{( 6 )}	08/14/2024		C			141,457	^{( 6 )}	^{( 6 )}	Common Stock	141,457	^{( 6 )}	0	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-1 Redeemable Convertible Preferred Stock	^{( 6 )}	08/14/2024		C			462,073	^{( 6 )}	^{( 6 )}	Common Stock	462,073	^{( 6 )}	0	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-1 Redeemable Convertible Preferred Stock	^{( 6 )}	08/14/2024		C			61,857	^{( 6 )}	^{( 6 )}	Common Stock	61,857	^{( 6 )}	0	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-1 Redeemable Convertible Preferred Stock	^{( 6 )}	08/14/2024		C			153,702	^{( 6 )}	^{( 6 )}	Common Stock	153,702	^{( 6 )}	0	I	Directly held by Bios Actuate Co-Invest I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-2 Redeemable Convertible Preferred Stock	^{( 7 )}	08/14/2024		C			54,032	^{( 7 )}	^{( 7 )}	Common Stock	54,032	^{( 7 )}	0	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-2 Redeemable Convertible Preferred Stock	^{( 7 )}	08/14/2024		C			176,499	^{( 7 )}	^{( 7 )}	Common Stock	176,499	^{( 7 )}	0	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-2 Redeemable Convertible Preferred Stock	^{( 7 )}	08/14/2024		C			23,628	^{( 7 )}	^{( 7 )}	Common Stock	23,628	^{( 7 )}	0	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-2 Redeemable Convertible Preferred Stock	^{( 7 )}	08/14/2024		C			147,047	^{( 7 )}	^{( 7 )}	Common Stock	147,047	^{( 7 )}	0	I	Directly held by Bios Actuate Co-Invest I, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-3 Redeemable Convertible Preferred Stock	^{( 8 )}	08/14/2024		C			101,900	^{( 8 )}	^{( 8 )}	Common Stock	101,900	^{( 8 )}	0	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-3 Redeemable Convertible Preferred Stock	^{( 8 )}	08/14/2024		C			332,867	^{( 8 )}	^{( 8 )}	Common Stock	332,867	^{( 8 )}	0	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-3 Redeemable Convertible Preferred Stock	^{( 8 )}	08/14/2024		C			44,559	^{( 8 )}	^{( 8 )}	Common Stock	44,559	^{( 8 )}	0	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-4 Redeemable Convertible Preferred Stock	^{( 9 )}	08/14/2024		C			309,589	^{( 9 )}	^{( 9 )}	Common Stock	309,589	^{( 9 )}	0	I	Directly held by Bios Fund III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-4 Redeemable Convertible Preferred Stock	^{( 9 )}	08/14/2024		C			2,022,029	^{( 9 )}	^{( 9 )}	Common Stock	2,022,029	^{( 9 )}	0	I	Directly held by Bios Fund III QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-4 Redeemable Convertible Preferred Stock	^{( 9 )}	08/14/2024		C			326,547	^{( 9 )}	^{( 9 )}	Common Stock	326,547	^{( 9 )}	0	I	Directly held by Bios Fund III NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series B-4 Redeemable Convertible Preferred Stock	^{( 9 )}	08/14/2024		C			2,094,650	^{( 9 )}	^{( 9 )}	Common Stock	2,094,650	^{( 9 )}	0	I	Directly held by Bios Actuate Co-Invest II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	08/14/2024		C			74,202	^{( 10 )}	^{( 10 )}	Common Stock	74,202	^{( 10 )}	0	I	Directly held by Bios Fund III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	08/14/2024		C			484,638	^{( 10 )}	^{( 10 )}	Common Stock	484,638	^{( 10 )}	0	I	Directly held by Bios Fund III QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	08/14/2024		C			78,267	^{( 10 )}	^{( 10 )}< /td>	Common Stock	78,267	^{( 10 )}	0	I	Directly held by Bios Fund III NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	08/14/2024		C			573,394	^{( 10 )}	^{( 10 )}	Common Stock	573,394	^{( 10 )}	0	I	Directly held by Bios Actuate Co-Invest III, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Warrant (Right to Buy)	$ 5.27	08/14/2024		X			8,068	^{( 11 )}	^{( 11 )}	Common Stock	8,068	$ 0	0	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Warrant (Right to Buy)	$ 5.27	08/14/2024		X			26,355	^{( 12 )}	^{( 12 )}	Common Stock	26,355	$ 0	0	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Warrant (Right to Buy)	$ 5.27	08/14/2024		X			3,528	^{( 13 )}	^{( 13 )}	Common Stock	3,528	$ 0	0	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Stock Options	$ 8	08/12/2024		A		15,000		^{( 14 )}	08/12/2034	Common Stock	15,000	$ 0	15,000	I	Directly held by Aaron G.L. Fletcher
Warrant (Right to Buy)	$ 10.54							08/12/2024	^{( 15 )}	Common Stock	8,068		8,068	I	Directly held by Bios Fund II, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Warrant (Right to Buy)	$ 10.54							08/12/2024	^{( 15 )}	Common Stock	26,355		26,355	I	Directly held by Bios Fund II QP, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Warrant (Right to Buy)	$ 10.54							08/12/2024	^{( 15 )}	Common Stock	3,528		3,528	I	Directly held by Bios Fund II NT, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}
Stock Options	$ 2.14							^{( 16 )}	04/29/2033	Common Stock	31,884		31,884	I	Directly held by BP Directors, LP ^{( 2 )} ^{( 3 )} ^{( 4 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fletcher Aaron G.L. C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Capital Management, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Advisors GP, LLC C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Fund III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Fund III QP, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Fund III NT, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Actuate Co-Invest I, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Actuate Co-Invest II, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
Bios Actuate Co-Invest III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X
BIOS Equity Partners III, LP C/O BIOS EQUITY PARTNERS 1751 RIVER RUN, SUITE 400 FORT WORTH, TX76107	X	X

**Signatures**
Fletcher Aaron G.L. By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Capital Management, LP By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Advisors GP, LLC By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Fund III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Capital Management, LP, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Fund III QP, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Fund III NT, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Actuate Co-Invest I, LP By: Bios Equity Partners II, LP, its general partner By: Cavu Management, LP, its general partner By: Cavu Advisors, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Actuate Co-Invest II, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Actuate Co-Invest III, LP By: Bios Equity Partners III, LP, its general partner By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date
Bios Equity Partners III, LP By: Bios Capital Management, LP, its general partner By: Bios Advisors GP, LLC, its general partner By: /s/ Daniel Schwarz, as attorney-in-fact		08/14/2024
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Reflects a convertible note that was convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest was automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.
( 2 )Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest").
( 3 )Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
( 4 )The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
( 5 )Each share of Series A Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock had no expiration date.
( 6 )Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock had no expiration date.
( 7 )Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock had no expiration date.
( 8 )Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock had no expiration date.
( 9 )Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock had no expiration date.
( 10 )Each share of Series C Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Pre ferred Stock had no expiration date.
( 11 )On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares.
( 12 )On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares.
( 13 )On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares.
( 14 )The options vest and become exercisable on August 12, 2025, subject to the Mr. Fletcher's continuing service on the Issuer's Board of Directors through such vesting date.
( 15 )These warrants will expire upon the earliest to occur of (i) September 7, 2028, (ii) the consummation of a change in control of the Issuer and (iii) August 14, 2026, which is the two-year anniversary of the first closing of the Issuer's IPO.
( 16 )The options are fully vested.

Remarks:
This Form 4 is the third of six Forms 4 filed relating to the same event. The Form 4 has been split into six filings because there are more than 10 reporting persons and 30 rows in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons and 30 rows. The first and second Forms 4 were filed by Leslie W. Kreis as the designated filer. The fourth Form 4 was filed by Aaron G.L. Fletcher. The fifth and sixth Forms 4 were filed by Bios Equity COF, LP as the designated filer. Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer.

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.
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Sec Form 4 Filing - Fletcher Aaron G.L. @ ACTUATE THERAPEUTICS, INC. - 2024-08-12