SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last)

(First)

(Middle)

BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/16/2024		C⁽¹⁾		41,130	A	⁽¹⁾	41,140	I	By Fairmount Healthcare Fund II LP⁽²⁾
Common Stock	09/16/2024		C⁽³⁾		252,890	A	⁽³⁾	294,020	I	By Fairmount Healthcare Fund II LP⁽²⁾
Common Stock	09/16/2024		C⁽⁴⁾		709,794	A	⁽⁴⁾	1,003,814	I	By Fairmount Healthcare Fund II LP⁽²⁾
Common Stock	09/16/2024		C⁽⁵⁾		301,077	A	⁽⁵⁾	1,304,891	I	By Fairmount Healthcare Fund II LP⁽²⁾
Common Stock	09/16/2024		P		300,000	A	$17	1,604,891	I	By Fairmount Healthcare Fund II LP⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Convertible Preferred Stock	⁽¹⁾	09/16/2024		C			357,143	⁽¹⁾	⁽¹⁾	Common Stock	41,130	⁽¹⁾	0	I	By Fairmount Healthcare Fund II LP⁽²⁾
Series A Convertible Preferred Stock	⁽³⁾	09/16/2024		C			2,195,871	⁽³⁾	⁽³⁾	Common Stock	252,890	⁽³⁾	0	I	By Fairmount Healthcare Fund II LP⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	09/16/2024		C			6,163,236	⁽⁴⁾	⁽⁴⁾	Common Stock	709,794	⁽⁴⁾	0	I	By Fairmount Healthcare Fund II LP⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	09/16/2024		C			2,614,287	⁽⁵⁾	⁽⁵⁾	Common Stock	301,077	⁽⁵⁾	0	I	By Fairmount Healthcare Fund II LP⁽²⁾
Stock Option (Right to Buy)	$17	09/12/2024		A		37,000		⁽⁶⁾	09/11/2034	Common Stock	37,000	$0	37,000	I	By Tomas Kiselak⁽⁷⁾

1. Name and Address of Reporting Person^*

Fairmount Funds Management LLC

(Last)

(First)

(Middle)

BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fairmount Healthcare Fund II L.P.

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kiselak Tomas

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Harwin Peter Evan

(Last)

(First)

(Middle)

200 BARR HARBOR DRIVE

SUITE 400

(Street)

WEST CONSHOHOCKEN

19428

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 16, 2024, the shares of Series Seed Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. ("Fund II"). The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. On September 16, 2024, the shares of Series A Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

4. On September 16, 2024, the shares of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

5. On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

6. The option vests in equal annual installments over three years beginning on September 12, 2025, the first anniversary of the vesting commencement date, subject to continued service.

7. Under Mr. Kiselak's arrangement with Fairmount, Mr. Kiselak holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.

Remarks:

Fairmount may be deemed a director by deputization of the Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is a Managing Member of Fairmount.

	By: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	09/16/2024
	By: /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II LP	09/16/2024
	By: /s/ Tomas Kiselak	09/16/2024
	By: /s/ Peter Harwin	09/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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