SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Lin Shao-Lee

(Last)

(First)

(Middle)

C/O ACELYRIN, INC.

4149 LIBERTY CANYON RD.

(Street)

AGOURA HILLS

91301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2023

3. Issuer Name and Ticker or Trading Symbol
ACELYRIN, Inc. [ SLRN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	1,107,213⁽²⁾	D
Class A Common Stock⁽¹⁾	677,813	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	354,969	I	See footnote⁽⁴⁾
Class A Common Stock⁽¹⁾	354,969	I	See footnote⁽⁵⁾
Class A Common Stock⁽¹⁾	349,898	I	See footnote⁽⁶⁾
Class A Common Stock⁽¹⁾	5,070	I	See footnote⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class A Common Stock⁽¹⁾	978,314	⁽⁸⁾	I	See footnote⁽⁹⁾
Series C Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class A Common Stock⁽¹⁾	183,433	⁽⁸⁾	I	See footnote⁽⁹⁾

Explanation of Responses:

1. Each share of Class A Common Stock shall be reclassified into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock (the "IPO").

2. Represents Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. Vested RSUs will settle into shares of Common Stock on the earlier to occur of (i) the completion of the IPO and (ii) a change in control.

3. Shares held directly by Shao-Lee Lin, Trustee of the Shao-Lee Lin Trust u/a/d September 23, 2005, for which the Reporting Person serves as Trustee

4. Shares held directly by Shao-Lee Lin 2020 Gift Trust Dtd 7/16/20, for which the Reporting Person's spouse serves as trustee.

5. Shares held directly by Lin Family 2020 Gift Trust Dtd 7/16/20, for which the Reporting Person's spouse shares voting and investment power.

6. Shares held directly by Susie Jun 2020 Gift Trust dtd 7/16/20, for which the Reporting Person serves as trustee.

7. Shares held directly by Susie Jun, Trustee of the Susie Jun Trust U/A/D September 23, 2005, for which the Reporting Person's spouse serves as trustee.

8. Each share of preferred stock is convertible into one share of Class A Common Stock or, subject to and in accordance with certain provisions set forth in the Issuer's certificate of incorporation, Class B Common Stock, and has no expiration date. Immediately prior to the completion of the IPO, all shares of preferred stock will automatically convert into shares of Common Stock.

9. Shares held directly by Woodland Hills Partners LLC, for which the Reporting Person serves as a managing member.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mina Kim, Attorney-in-fact	05/04/2023
	** Signature of Reporting Person	Date
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 5 (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.
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 Number.