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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LEFKOFSKY ERIC P

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2024

3. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

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

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

5. 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 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	19,934,361	I	By Blue Media, LLC⁽¹⁾
Class A Common Stock	8,625,000	I	By Gray Media, LLC⁽¹⁾
Non-Voting Common Stock	1,400,000⁽²⁾	D

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-2 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,746,323	⁽³⁾	I	By Blue Media, LLC⁽¹⁾
Series G-3 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	98,964	⁽³⁾	I	By Blue Media, LLC⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	178,485	⁽⁴⁾	I	By Black Media, LLC⁽¹⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,283,991	⁽³⁾	I	By Innovation Group Investors, L.P. - 2011 Series⁽⁵⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	406,090	⁽⁴⁾	I	By Innovation Group Investors, L.P. - 2011 Series⁽⁵⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	99,255	⁽³⁾	I	By Innovation Group Investors, L.P. - 2011 Series⁽⁵⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	145,875	⁽³⁾	I	By Innovation Group Investors, L.P. - Series 1B⁽⁵⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	248,476	⁽³⁾	I	By Lightbank Investments 1B, LLC⁽¹⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,603,279	⁽³⁾	I	By Tempus Series A Investments, LLC⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	5,196,414	⁽⁴⁾	I	By Tempus Series B Investments, LLC⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	1,500,071	⁽³⁾	I	By Tempus Series B-1 Investments, LLC⁽¹⁾
Series B-2 Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,111,415	⁽³⁾	I	By Tempus Series B-2 Investments, LLC⁽¹⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	3,911,762	⁽³⁾	I	By Tempus Series C Investments, LLC⁽¹⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,133,583	⁽³⁾	I	By Tempus Series D Investments, LLC⁽¹⁾
Series E Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	248,512	⁽³⁾	I	By Tempus Series E Investments, LLC⁽¹⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	321,008	⁽³⁾	I	By Tempus Series G Investments, LLC⁽¹⁾

1. Name and Address of Reporting Person^*

LEFKOFSKY ERIC P

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Blue Media, LLC

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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	06/13/2024
	/s/ Erik Phelps, Attorney-in-Fact for Blue Media, LLC	06/13/2024
	** 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.