| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 06/17/2024 | C | 2,169,420 | A | (1) | 16,560,249(3) | D(2) | |||
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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 Preferred Stock | (1) | 06/17/2024 | C | 1,109,190 | (1) | (1) | Class A Common Stock | 1,109,190 | $0 | 0 | D(2) | ||||
| Series B-1 Preferred Stock | (1) | 06/17/2024 | C | 499,965 | (1) | (1) | Class A Common Stock | 499,965 | $0 | 0 | D(2) | ||||
| Series B-2 Preferred Stock | (1) | 06/17/2024 | C | 166,718 | (1) | (1) | Class A Common Stock | 166,718 | $0 | 0 | D(2) | ||||
| Series C Preferred Stock | (1) | 06/17/2024 | C | 314,338 | (1) | (1) | Class A Common Stock | 314,338 | $0 | 0 | D(2) | ||||
| Series D Preferred Stock | (1) | 06/17/2024 | C | 63,652 | (1) | (1) | Class A Common Stock | 63,652 | $0 | 0 | D(2) | ||||
| Series G Preferred Stock | (1) | 06/17/2024 | C | 15,557 | (1) | (1) | Class A Common Stock | 15,557 | $0 | 0 | D(2) | ||||
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. 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 and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. |
| 2. Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. |
| 3. This amount includes an additional 15,829 shares acquired by the Reporting Persons on June 17, 2024 in connection with the conversion of the Preferred Stock into Class A Common Stock upon the closing of the Issuer's initial public offering, pursuant to which the Issuer paid accrued and unpaid dividends on such shares of Preferred Stock in shares of Class A Common Stock. The issuance of such shares of Class A Common Stock qualifies for the exemption from Section 16 of the Securities Exchange Act pursuant to Rule 16a-9. |
| Red Sky Ventures LLC, By: /s/ Kimberly J. Keywell, President | 06/25/2024 | |
| /s/ Kimberly J. Keywell | 06/25/2024 | |
| ** 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 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. | ||