Sec Form 4 Filing - AH Equity Partners Bio I, L.L.C. @ Camp4 Therapeutics Corp - 2024-10-15

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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
AH Equity Partners Bio I, 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)
2865 SAND HILL ROAD, SUITE 101,
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2024
(Street)
MENLO PARK, CA94025
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 1,398,067 A 1,398,067 I By AH Bio Fund I, L.P., as nominee ( 2 )
Common Stock 10/15/2024 P 181,818 A $ 11 1,579,885 I By AH Bio Fund I, L.P., as nominee ( 2 )
Common Stock 10/15/2024 P 545,454 A $ 11 545,454 I By AH Bio Fund IV, L.P., as nominee ( 3 )
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 15,001,312 ( 1 ) ( 1 ) Common Stock 1,337,513 ( 1 ) 0 I By AH Bio Fund I, L.P., as nominee ( 2 )
Series B Preferred Stock ( 1 ) 10/15/2024 C 679,163 ( 1 ) ( 1 ) Common Stock 60,554 ( 1 ) 0 I By AH Bio Fund I, L.P., as nominee ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AH Equity Partners Bio I, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Bio Fund I, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners Bio IV, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Bio Fund IV, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Marc L
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
HOROWITZ BENJAMIN A
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
AH Bio Fund I, L.P. for itself and as nominee for AH Bio Fund I-B, L.P., By: AH Equity Partners Bio I, L.L.C., its General Partner, By: /s/ Scott Kupor, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
AH Equity Partners Bio I, L.L.C., By: /s/ Scott Kupor, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
AH Bio Fund IV, L.P. for itself and as nominee for the AH Bio Fund IV Entities, By: AH Equity Partners Bio IV, L.L.C., its General Partner, By: /s/ Scott Kupor, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
AH Equity Partners Bio IV, L.L.C., By: /s/ Scott Kupor, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
/s/ Scott Kupor, Attorney-in-Fact for Marc Andreessen 10/17/2024
Signature of Reporting Person Date
/s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz 10/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a 11.2158-for-one basis without payment of further consideration. Immediately prior to the closing of the Issuer's initial public offering, the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
( 2 )These shares are held of record by AH Bio Fund I, L.P. ("AH Bio I") for itself and as nominee for AH Bio Fund I-B, L.P. AH Equity Partners Bio I, L.L.C. ("AH EP Bio I"), the general partner of AH Bio I, may be deemed to have sole power to vote and to dispose of these shares, and Marc Andreessen and Benjamin Horowitz, the managing members of AH EP Bio I, may be deemed to have shared power to vote and to dispose of these shares. Each of the Reporting Persons disclaimsthe existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Bio I and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interesttherein, if any.
( 3 )These shares are held of record by AH Bio Fund IV, L.P. ("AH Bio IV"), for itself and as nominee for AH Bio Fund IV-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., and CLF Partners III, LP (collectively, the "AH Bio Fund IV Entities"). AH Equity Partners Bio IV, L.L.C. ("AH EP Bio IV"), the general partner of AH Bio IV, may be deemed to have sole power to vote and to dispose of these shares, and Marc Andreessen and Benjamin Horowitz, the managing members of AH EP Bio IV, may be deemed to have shared power to vote and to dispose of these shares. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held of record by AH Bio IV and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

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