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^*

de los Pinos Elisabet

(Last)

(First)

(Middle)

C/O AURA BIOSCIENCES, INC.

85 BOLTON STREET

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA ]

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)
Common Stock	126,860	I	By: EdIP Revocable Trust⁽¹⁾

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)
Stock Option (Right to Buy)	⁽²⁾	10/28/2021	Common Stock	3,649	$5.48	D
Stock Option (Right to Buy)	⁽²⁾	10/01/2024	Common Stock	5,474	$5.75	D
Stock Option (Right to Buy)	⁽²⁾	06/02/2025	Common Stock	10,948	$5.07	D
Stock Option (Right to Buy)	⁽²⁾	04/11/2026	Common Stock	14,598	$5.48	D
Stock Option (Right to Buy)	⁽²⁾	07/07/2027	Common Stock	14,598	$5.21	D
Stock Option (Right to Buy)	⁽³⁾	02/21/2028	Common Stock	364,963	$2.74	D
Stock Option (Right to Buy)	⁽⁴⁾	02/06/2029	Common Stock	63,548	$3.15	D
Stock Option (Right to Buy)	⁽⁵⁾	03/16/2030	Common Stock	194,889	$4.25	D
Stock Option (Right to Buy)	⁽⁶⁾	06/28/2031	Common Stock	620,437	$5.48	D
Series A-1 Preferred Stock	⁽⁷⁾	⁽⁸⁾	Common Stock⁽⁸⁾	3,042	⁽⁷⁾	I	By: EdIP Revocable Trust⁽¹⁾
Series A-2 Preferred Stock	⁽⁹⁾	⁽¹⁰⁾	Common Stock⁽¹⁰⁾	1,510	⁽⁹⁾	I	By: EdIP Revocable Trust⁽¹⁾

Explanation of Responses:

1. The shares are held by the Elisabet de los Pinos Revocable Trust U/D/T dated April 8, 2016, of which the Reporting Person is a trustee.

2. This option is fully vested.

3. The shares underlying this option vest in 48 monthly installments, equal to 2.0833% of the shares, over the 48 months following February 21, 2018.

4. The shares underlying this option vest in 48 monthly installments, equal to 2.0833% of the shares, over the 48 months following February 6, 2019

5. The shares underlying this option vest in 48 monthly installments, equal to 2.0833% of the shares, over the 48 months following February 6, 2020.

6. The shares underlying this option vest in 48 monthly installments, equal to 2.0833% of the shares, over the 48 months following June 28, 2021.

7. Immediately prior to the completion of the Issuer's initial public offering, each share of Series A-1 Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock, on a 13.7-for-one basis and has no expiration date.

8. Upon the closing of the Issuer's initial public offering, all shares of Series A-1 Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3.

9. Immediately prior to the completion of the Issuer's initial public offering, each share of Series A-2 Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock, on a 13.7-for-one basis and has no expiration date.

10. Upon the closing of the Issuer's initial public offering, all shares of Series A-2 Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3.

Remarks:

	/s/ Julie Feder	10/28/2021
	** 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.
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