| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/19/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/19/2023 | C | 684,167 | A | (1) | 684,167 | I | By ARCH Venture Fund VII, L.P.(2) | ||
| Common Stock | 09/19/2023 | C | 1,144,973 | A | (1) | 1,144,973 | I | By ARCH Venture Fund VIII Overage, L.P.(3) | ||
| Common Stock | 09/19/2023 | C | 6,895,021 | A | (1) | 12,205,379 | I | By ARCH Venture Fund X, L.P.(4)(6) | ||
| Common Stock | 09/19/2023 | C | 6,576,400 | A | (1) | 11,886,758 | I | By ARCH Venture Fund X Overage, L.P.(5)(6) | ||
| Common Stock | 09/19/2023 | C | 2,124,143 | A | (1) | 2,124,143 | I | By ARCH Venture Fund XII, L.P.(7) | ||
| Common Stock | 09/19/2023 | P | 1,500,000 | A | $17 | 3,624,143 | I | By ARCH Venture Fund XII, L.P.(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Preferred Stock | (1) | 09/19/2023 | C | 684,167 | (1) | (1) | Common Stock | 684,167 | (1) | 0 | I | By ARCH Venture Fund VII, L.P.(2) | |||
| Series A-1 Preferred Stock | (1) | 09/19/2023 | C | 1,144,973 | (1) | (1) | Common Stock | 1,144,973 | (1) | 0 | I | By ARCH Venture Fund VIII Overage, L.P.(3) | |||
| Series A-2 Preferred Stock | (1) | 09/19/2023 | C | 6,895,021 | (1) | (1) | Common Stock | 6,895,021 | (1) | 0 | I | By ARCH Venture Fund X, L.P.(4)(6) | |||
| Series A-2 Preferred Stock | (1) | 09/19/2023 | C | 6,576,400 | (1) | (1) | Common Stock | 6,576,400 | (1) | 0 | I | By ARCH Venture Fund X Overage, L.P.(5)(6) | |||
| Series B Preferred Stock | (1) | 09/19/2023 | C | 2,124,143 | (1) | (1) | Common Stock | 2,124,143 | (1) | 0 | I | By ARCH Venture Fund XII, L.P.(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock of the Issuer automatically converted on a 1-for-1 basis into Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering. |
| 2. Represents shares held directly by ARCH Venture Fund VII, L.P. (ARCH VII). ARCH Venture Partners VII, L.P. (AVP VII LP) is the sole general partner of ARCH VII, and ARCH Venture Partners VII, LLC (AVP VII LLC) is the sole general partner of AVP VII LP. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VII LLC (AVP VII LLC Managing Directors). AVP VII LP and AVP VII LLC may be deemed to beneficially own the shares held by ARCH VII, and each of the AVP VII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARCH VII. Each of AVP VII LP, AVP VII LLC and the AVP VII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |
| 3. Represents shares held directly by ARCH Venture Fund VIII Overage, L.P. (ARCH VIII Overage). ARCH Venture Partners VIII, LLC (AVP VIII LLC) is the general partner of ARCH VIII Overage. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VIII LLC (the AVP VIII LLC Managing Directors). AVP VIII LLC may be deemed to beneficially own the shares held by ARCH VIII Overage, and each of the AVP VIII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARCH VIII Overage. Each of AVP VIII LLC and the AVP VIII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |
| 4. Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X. |
| 5. Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage. |
| 6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. Each of AVP X LP, AVP X Overage LP, AVP X LLC and the AVP X Committee Members disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any. |
| 7. Represents shares held directly by ARCH Venture Fund XII, L.P. (ARCH XII). ARCH Venture Partners XII, L.P. (AVP XII LP) is the general partner of ARCH XII. ARCH Venture Partners XII, LLC (AVP XII LLC) is the general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP XII LLC (the AVP XII LLC Committee Members). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |
| Remarks: |
| This Form 4 is filed jointly by ARCH X, AVP X LP, ARCH X Overage, AVP X Overage LP, AVP X LLC, ARCH VII, AVP VII LP, AVP VII LLC, ARCH VIII Overage, AVP VIII LLC, ARCH XII, AVP XII LP, AVP XII LLC, Robert Nelsen, Steven Gillis, Keith Crandell, Clinton Bybee (collectively, the "Reporting Persons"). Kristina Burow has direct ownership of Series A-1 Preferred Stock and is filing her own Form 4 separately. Form 1 of 2 |
| ARCH VENTURE FUND X, L.P.; By: ARCH Venture Partners X, L.P, Its: General Partner; By: ARCH Venture Partners X, LLC, Its: General Partner; By: /s/ Mark McDonnell, attorney-in-fact | 09/19/2023 | |
| ARCH VENTURE FUND X OVERAGE, L.P.; By: ARCH Venture Partners X Overage, L.P., Its: General Partner; By: ARCH Venture Partners X, LLC, Its: General Partner; By: /s/ Mark McDonnell, attorney-in-fact | 09/19/2023 | |
| ARCH VENTURE FUND VII, L.P.; By: ARCH Venture Partners VII, L.P., Its: General Partner; By: ARCH Venture Partners VII, LLC, Its: General Partner; By: /s/ Mark McDonnell, attorney-in-fact | 09/19/2023 | |
| ARCH VENTURE FUND VIII OVERAGE, L.P.; By: ARCH Venture Partners VIII, LLC, Its General Partner; By: /s/ Mark McDonnell, attorney-in-fact | 09/19/2023 | |
| ARCH VENTURE FUND XII, L.P.; By: ARCH Venture Partners XII, L.P., Its General Partner; By: ARCH Venture Partners XII, LLC., Its General Partner; By: /s/ Mark McDonnell, attorney-in-fact | 09/19/2023 | |
| Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 09/19/2023 | |
| Steven Gillis, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 09/19/2023 | |
| Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 09/19/2023 | |
| Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 09/19/2023 | |
| ** 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 4 (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. | ||