Sec Form 4 Filing - Polaris Management Co. VII, L.L.C. @ Camp4 Therapeutics Corp - 2024-10-15

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
Polaris Management Co. VII, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE MARINA PARK DRIVE, 8TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2024
(Street)
BOSTON, MA02210
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)
Code V Amount (A) or (D) Price
Common Stock 10/15/2024 C( 1 ) 1,250,061 A 1,250,061 I See footnote ( 2 )
Common Stock 10/15/2024 C( 1 ) 87,448 A 87,448 I See footnote ( 3 )
Common Stock 10/15/2024 C( 4 ) 353,718 A 1,603,779 I See footnote ( 2 )
Common Stock 10/15/2024 C( 4 ) 24,745 A 112,193 I See footnote ( 3 )
Common Stock 10/15/2024 P 909,090 A $ 11 909,090 I See footnote ( 5 )
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Prime Preferred Stock ( 1 ) 10/15/2024 C 14,020,475 ( 1 ) ( 1 ) Common Stock 1,250,061 ( 1 ) 0 I See Footnote ( 2 )
Series A Prime Preferred Stock ( 1 ) 10/15/2024 C 980,829 ( 1 ) ( 1 ) Common Stock 87,448 ( 1 ) 0 I See Footnote ( 3 )
Series B Preferred Stock ( 4 ) 10/15/2024 C 3,967,234 ( 4 ) ( 4 ) Common Stock 353,718 ( 4 ) 0 I See Footnote ( 2 )
Series B Preferred Stock ( 4 ) 10/15/2024 C 277,536 ( 4 ) ( 4 ) Common Stock 24,745 ( 4 ) 0 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Polaris Management Co. VII, L.L.C.
ONE MARINA PARK DRIVE, 8TH FLOOR
BOSTON, MA02210
X
Polaris Partners VII, L.P.
ONE MARINA PARK DRIVE, 8TH FLOOR
BOSTON, MA02210
X
Polaris Entrepreneurs' Fund VII, L.P.
ONE MARINA PARK DRIVE
8TH FLOOR
BOSTON, MA02210
X
Polaris Partners X, L.P.
ONE MARINA PARK DRIVE, 8TH FLOOR
BOSTON, MA02210
X
Polaris Partners GP X, L.L.C.
ONE MARINA PARK DRIVE, 8TH FLOOR
BOSTON, MA02210
X
SCHULMAN AMY W
ONE MARINA PARK DRIVE, 8TH FLOOR
BOSTON, MA02210
X
Signatures
/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Partners VII, L.P. 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C. 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Entrepreneurs' Fund VII, L.P. 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C., general partner of Polaris Partners X, L.P. 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C. 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as attorney-in-fact for Brian Chee 10/15/2024
Signature of Reporting Person Date
/s/ Lauren Crockett, as attorney-in-fact for Amy Schulman 10/15/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 15, 2024, the shares of Series A Prime Convertible Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
( 2 )The reported securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, Amir Nashat, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "PMC VII Managing Members") are the managing members of PMC VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
( 3 )The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
( 4 )On October 15, 2024, the shares of Series B Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
( 5 )The reported securities are owned directly by Polaris Partners X, L.P. ("PP X"). Polaris Partners GP X, L.L.C. ("PPGP X") is the general partner of PP X. Each of Amy Schulman and Brian Chee are the managing members of PPGP X (the "PPGP X Managing Members"). Amir Nashat ("Mr. Nashat"), a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat, in their respective capacities with respect to PPGP X, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PPGP X Managing Members, Mr. Nashat or PPGP X is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:
PP X's purchase of the Issuer's common stock was also reported on a Form 3 filed by PPGP X, PP X, and the PPGP X Managing Members on the date hereof. Brian Chee is a managing member of PPGP X and in his capacity as such would be considered a reporting person. Mr. Chee is not listed as a reporting person herein because he does not have codes for the EDGAR system at this time.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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