Sec Form 4 Filing - Northpond Ventures II GP, LLC @ 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
Northpond Ventures II GP, LLC
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)
7500 OLD GEORGETOWN ROAD, SUITE 800,
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2024
(Street)
BETHESDA, MD20814
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 1,003,193 A 1,003,193 I By Northpond Ventures II, LP ( 2 )
Common Stock 10/15/2024 C 471,415 A 471,415 I By Northpond Ventures, LP ( 3 )
Common Stock 10/15/2024 P 763,636 A $ 11 763,636 I By Northpond Ventures III, LP ( 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Prime Preferred Stock ( 1 ) 10/15/2024 C 11,251,624 ( 1 ) ( 1 ) Common Stock 1,003,193 ( 1 ) 0 I By Northpond Ventures II, LP ( 2 )
Series B Preferred Stock ( 1 ) 10/15/2024 C 5,287,303 ( 1 ) ( 1 ) Common Stock 471,415 ( 1 ) 0 I By Northpond Ventures, LP ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Northpond Ventures II GP, LLC
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Northpond Ventures II, LP
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Northpond Ventures GP, LLC
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Northpond Ventures, LP
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Northpond Ventures III GP, LLC
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Northpond Ventures III, LP
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Rubin Michael P.
C/O NORTHPOND VENTURES
7500 OLD GEORGETOWN ROAD, SUITE 800
BETHESDA, MD20814
X
Signatures
Northpond Ventures II GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
Northpond Ventures II, LP, By: Northpond Ventures II GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
Northpond Ventures III GP, LLC, By: /s/ Patrick Smerkers, Auhorized Signatory 10/17/2024
Signature of Reporting Person Date
Northpond Ventures III, LP, By: Northpond Ventures III GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory 10/17/2024
Signature of Reporting Person Date
/s/ Michael P. Rubin 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 )The shares are held directly by Northpond Ventures II, LP ("Northpond Fund II"). Northpond Ventures II GP, LLC ("Northpond II GP") is the general partner of Northpond Fund II, and Michael P. Rubin is the managing member of Northpond II GP. As a result, each of Northpond II GP and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond II GP and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 3 )The shares are held directly by Northpond Ventures, LP ("Northpond Fund I"). Northpond Ventures GP, LLC ("Northpond GP I") is the general partner of Northpond Fund I, and Michael P. Rubin is the managing member of Northpond GP I. As a result, each of Northpond GP I and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund I. Each of Northpond GP I and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 4 )The shares are held directly by Northpond Ventures III, LP ("Northpond Fund III"). Northpond Ventures III GP, LLC ("Northpond III GP") is the general partner of Northpond Fund III, and Michael P. Rubin is the managing member of Northpond III GP. As a result, each of Northpond III GP and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund III. Each of Northpond III GP and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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