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^*

Cohen Fred E

(Last)

(First)

(Middle)

C/O KYVERNA THERAPEUTICS, INC.

5980 HORTON ST., STE 550

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2024

3. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ]

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

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

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)

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)	⁽¹⁾	11/05/2033	Common Stock	32,959	$4.83	D
Series A-1 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	967,188⁽²⁾	⁽²⁾	I	See Footnote⁽³⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,940,388⁽²⁾	⁽²⁾	I	See Footnote⁽³⁾
Series B Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,616,348⁽²⁾	⁽²⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. 25% of the original number of shares subject to the option shall vest on January 1, 2025, and 1/48th of the original number of shares subject to the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.

2. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock has no expiration date and is convertible into the Issuer's Common Stock on a 1-for-4.5511 basis at any time. The number of underlying shares of Common Stock reported in Column 3 reflects an automatic conversion of each outstanding share of Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock into shares of Common Stock at a ratio of 1-for-4.5511 to be effective immediately prior to the closing of the Issuer's initial public offering.

3. Shares held directly by Vida Ventures, LLC ("Vida"). Vida Ventures Advisors, LLC is the investment advisor to Vida. Dr. Arie Belldegrun, Leonard Potter and the Reporting Person are the managing members of Vida Ventures Advisors, LLC, and may be deemed to share voting and dispositive power over the shares held by Vida, but each disclaims beneficial ownership of the shares held by Vida except to the extent of such person's pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Ryan Jones, as Attorney-in-Fact	02/07/2024
	** 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.