Crandell Keith Form 4 Neumora Therapeutics / KEITH CRANDELL ownership change

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^*

ARCH Venture Partners XII, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2023		P		69,127	A	$10.78⁽¹⁾	4,024,719	I	By ARCH Venture Fund XII, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	11/08/2023		P		23,124	A	$11.79⁽²⁾	4,047,843	I	By ARCH Venture Fund XII, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	11/09/2023		P		31,079	A	$10.53⁽³⁾	4,078,922	I	By ARCH Venture Fund XII, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	11/10/2023		P		11,844	A	$11.37⁽⁴⁾	4,090,766	I	By ARCH Venture Fund XII, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	11/10/2023		P		5,431	A	$11.75⁽⁵⁾	4,096,197	I	By ARCH Venture Fund XII, L.P.⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ARCH Venture Partners XII, LLC

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners XII, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund XII, L.P.

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last)

(First)

(Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.50 to $11.4891, inclusive. The reporting person undertakes to provide to NMRA, any security holder of NMRA, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4) and (5) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.5007 to $12.00, inclusive.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.445 to $10.7975, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.62 to $11.61, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.63 to $11.8922, inclusive.

6. Beneficial ownership consists of 4,096,197 shares of common stock 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.

7. As of the date hereof, in addition to securities owned by AVF XII, the investment committee members continue to have an indirect pecuniary interest in securities of the issuer as reported on a Form 4 filed by the reporting persons with respect to the issuer on September 20, 2023.

Remarks:

This Form 4 is filed jointly by ARCH XII, AVP XII LP, AVP XII LLC, Robert Nelsen, Steven Gillis, Keith Crandell (collectively, the "Reporting Persons"). Kristina Burow has direct ownership of common stock and is filing her own Form 4 separately.

	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, as Attorney-in-Fact	11/13/2023
	ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact	11/13/2023
	ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact	11/13/2023
	Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact	11/13/2023
	Steven Gillis, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact	11/13/2023
	Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact	11/13/2023
	** 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.
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Crandell Keith Form 4Neumora Therapeutics / KEITH CRANDELL ownership change