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^*

Etkin Amit

(Last)

(First)

(Middle)

C/O ALTO NEUROSCIENCE, INC.

369 SOUTH SAN ANTONIO ROAD

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2024

3. Issuer Name and Ticker or Trading Symbol
Alto Neuroscience, Inc. [ ANRO ]

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

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

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)
Common Stock	1,190,563⁽¹⁾	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 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	11,777	⁽²⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/26/2031	Common Stock	157,367	$2.32	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	04/13/2033	Common Stock	34,620	$6.23	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	12/19/2033	Common Stock	247,290	$5.3	D

Explanation of Responses:

1. Includes a Restricted Stock Award ("RSA") of 202,329 shares. 25% of the shares vested on May 27, 2021, and one forty-eighth (1/48th) of the shares vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

2. Each share of Series B Preferred Stock is convertible at any time, at the holder's election, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering on a 2.1226069 for 1 basis into the number of shares of Common Stock shown in column 3 and has no expiration date.

3. The shares subject to the option are fully vested and exercisable.

4. 25% of the shares underlying the option vested on January 1, 2024, and one forty-eighth (1/48th) of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

5. One-third (1/3rd) of the shares underlying the option shall vest upon the completion of the Issuer's initial public offering and two-thirds (2/3) of the shares underlying the option shall vest over a period of four years, with 25% of the shares underlying the time-based portion vesting on December 20, 2024, and 1/48 of the shares underlying the time-based portion vesting on a monthly basis thereafter, subject to the Reporting Person's continuous service through such vesting date.

	/s/ Erin R. McQuade, Attorney-in-Fact	02/01/2024
	** 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).
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