SEC Form 4
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*
Boxer Capital, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL
SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
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 02/06/2024 A 63,412 A $13.01 85,939 I See Footnote(1)
Common Stock 6,448,359 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Warrant (right to purchase) $0.001 02/06/2024 A 705,280 (3) (3) Common Stock 705,280 $13.009 705,280 D(2)
1. Name and Address of Reporting Person*
Boxer Capital, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL
SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Boxer Asset Management Inc.

(Last) (First) (Middle)
CAY HOUSE, EP TAYLOR DRIVE
LYFORD CAY

(Street)
NEW PROVIDENCE C5 N7776

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
LEWIS JOSEPH

(Last) (First) (Middle)
CAY HOUSE, EP TAYLOR DRIVE
LYFORD CAY

(Street)
NEW PROVIDENCE C5 N7776

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
MVA Investors, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
12860 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.
2. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. ("Boxer Management") is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Management. Mr. Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.
3. These Warrants are exercisable immediately (subject to any applicable beneficial ownership limitation) and do not have an expiration date.
Remarks:
The reporting persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of the outstanding shares of Tyra Biosciences, Inc. common stock ("Common Stock"), par value $0.0001 per share
By: /s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital, LLC 02/08/2024
By: /s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC 02/08/2024
By: /s/ Paul Higgs, Director, Boxer Asset Management Inc. 02/08/2024
By: /s/ Joseph C. Lewis 02/08/2024
By: /s/ Aaron I. Davis 02/08/2024
** 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).
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