0001415889-24-016760.txt : 20240613 0001415889-24-016760.hdr.sgml : 20240613 20240613184352 ACCESSION NUMBER: 0001415889-24-016760 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240613 FILED AS OF DATE: 20240613 DATE AS OF CHANGE: 20240613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEFKOFSKY ERIC P CENTRAL INDEX KEY: 0001114357 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42130 FILM NUMBER: 241042575 MAIL ADDRESS: STREET 1: 501 SILVERSIDE ROAD SUITE 87F CITY: WILMONGTON STATE: DE ZIP: 19809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Media, LLC CENTRAL INDEX KEY: 0002026989 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42130 FILM NUMBER: 241042574 BUSINESS ADDRESS: STREET 1: C/O TEMPUS AI, INC. STREET 2: 600 WEST CHICAGO AVENUE, SUITE 510 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (800) 976-5448 MAIL ADDRESS: STREET 1: C/O TEMPUS AI, INC. STREET 2: 600 WEST CHICAGO AVENUE, SUITE 510 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tempus AI, Inc. CENTRAL INDEX KEY: 0001717115 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology IRS NUMBER: 474903308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE STREET 2: SUITE 510 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 800-976-5448 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE STREET 2: SUITE 510 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: Tempus Labs, Inc. DATE OF NAME CHANGE: 20170915 3 1 form3-06132024_100647.xml X0206 3 2024-06-13 0 0001717115 Tempus AI, Inc. TEM 0001114357 LEFKOFSKY ERIC P C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO IL 60654 true true true false CEO and Chairman 0002026989 Blue Media, LLC C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO IL 60654 0 0 1 0 Class A Common Stock 19934361 I By Blue Media, LLC Class A Common Stock 8625000 I By Gray Media, LLC Non-Voting Common Stock 1400000 D Series B-2 Preferred Stock Class A Common Stock 1746323 I By Blue Media, LLC Series G-3 Preferred Stock Class A Common Stock 98964 I By Blue Media, LLC Series B Preferred Stock Class B Common Stock 178485 I By Black Media, LLC Series A Preferred Stock Class A Common Stock 2283991 I By Innovation Group Investors, L.P. - 2011 Series Series D Preferred Stock Class A Common Stock 406090 I By Innovation Group Investors, L.P. - 2011 Series Series G Preferred Stock Class A Common Stock 99255 I By Innovation Group Investors, L.P. - 2011 Series Series A Preferred Stock Class A Common Stock 145875 I By Innovation Group Investors, L.P. - Series 1B Series A Preferred Stock Class A Common Stock 248476 I By Lightbank Investments 1B, LLC Series A Preferred Stock Class A Common Stock 1603279 I By Tempus Series A Investments, LLC Series B Preferred Stock Class B Common Stock 5196414 I By Tempus Series B Investments, LLC Series B-1 Preferred Stock Class A Common Stock 1500071 I By Tempus Series B-1 Investments, LLC Series B-2 Preferred Stock Class A Common Stock 2111415 I By Tempus Series B-2 Investments, LLC Series C Preferred Stock Class A Common Stock 3911762 I By Tempus Series C Investments, LLC Series D Preferred Stock Class A Common Stock 2133583 I By Tempus Series D Investments, LLC Series E Preferred Stock Class A Common Stock 248512 I By Tempus Series E Investments, LLC Series G Preferred Stock Class A Common Stock 321008 I By Tempus Series G Investments, LLC The Reporting Person is the sole manager of each of Blue Media, LLC, Gray Media, LLC, Black Media, LLC, Lightbank Investments 1B, Tempus Series A Investments, LLC, Tempus Series B Investments, LLC, Tempus Series B-1 Investments, LLC, Tempus Series B-2 Investments, LLC, Tempus Series C Investments, LLC, Tempus Series D Investments, LLC, Tempus Series E Investments, LLC and Tempus Series G Investments, LLC. Each share of Non-Voting Common Stock shall be automatically converted into one share of Class A Common Stock upon the closing of the Issuer's initial public offering of Class A Common Stock. Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock, Series G-3 Preferred Stock is convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock is convertible at any time, at the holder's election, into Class B Common Stock, on a one-for-one basis, has no expiration date and will automatically convert into shares of Class B Common Stock upon the closing of the Issuer's initial public offering. The Reporting Person is the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B. /s/ Erik Phelps, Attorney-in-Fact for Eric P. Lefkofsky 2024-06-13 /s/ Erik Phelps, Attorney-in-Fact for Blue Media, LLC 2024-06-13 EX-24 2 ex24-06132024_100654.htm ex24-06132024_100654.htm


POWER OF ATTORNEY


(For Executing Forms 3, 4 and 5)


Know all by these presents, that the undersigned hereby constitutes and appoints each of Erik Phelps, James Rogers and Andy Polovin of Tempus AI, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:


(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”), Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;


(2)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and


(3)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.


The undersigned hereby grants to each such attorneyinfact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneyinfact, or such attorneyinfact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.


This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.  


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.



Date: 16-May-2024



/s/ Eric Lefkofsky

Eric Lefkofsky




EX. 24.2


POWER OF ATTORNEY


(For Executing Forms 3, 4 and 5)


Know all by these presents, that the undersigned hereby constitutes and appoints each of Erik Phelps, James Rogers and Andy Polovin of Tempus AI, Inc. (the “Company”), signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:


(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”), Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;


(2)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and


(3)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.


The undersigned hereby grants to each such attorneyinfact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneyinfact, or such attorneyinfact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.


This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.  


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.


Date:6/12/2024


Blue Media, LLC


By:/s/ Eric Lefkofsky

Name: Eric Lefkofsky

Title: Manager