Steve Elms Form 4 Elevation Oncology / ANDREW N SCHIFF 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^*

Aisling Capital IV, LP

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Elevation Oncology, Inc. [ ELEV ]

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)
06/29/2021

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	06/29/2021		C		1,893,232	A	$0.00⁽¹⁾	2,189,050	D⁽²⁾
Common Stock	06/29/2021		C		458,360	A	$0.00⁽¹⁾	2,647,410	D⁽²⁾
Common Stock	06/29/2021		P		187,500	A	$16	2,834,910	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)
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)
Series A Preferred Stock	⁽¹⁾	06/29/2021		C			8,000,000	⁽¹⁾	⁽¹⁾	Common Stock	1,893,232	$0.00	0	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	06/29/2021		C			1,936,834	⁽¹⁾	⁽¹⁾	Common Stock	458,360	$0.00	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Aisling Capital IV, LP

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners IV LLC

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners IV, LP

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ELMS STEVE

(Last)

(First)

(Middle)

C/O AISLING CAPITAL MANAGEMENT LP

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHIFF ANDREW N

(Last)

(First)

(Middle)

C/O AISLING CAPITAL MANAGEMENT LP

888 SEVENTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10106

(City)

(State)

(Zip)

Explanation of Responses:

1. The Shares of the Issuer's Preferred Stock automatically converted on a 4.225582-for-one basis into the number of shares of the Issuer's Common Stock in shown in column 7 immediately upon the closing of the Issuer's initial public offering, and had no expiration date.

2. The securities are directly held by Aisling Capital IV, LP ("Aisling"). Aisling Capital Partners IV, LP ("Aisling GP"), is the general partner of Aisling, and Aisling Capital Partners IV LLC ("Aisling Partners"), is the general partner of Aisling GP. The managers of Aisling Partners are Dr. Andrew Schiff and Steve Elms and may share voting power and dispositive powers over securities held by Aisling, and as a result, may be deemed to have beneficial ownership over such securities. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.

Remarks:

	AISLING CAPITAL IV, LP, by Aisling Capital Partners IV, LP, its General Partner, by Aisling Capital Partners IV LLC, its General Partner, /s/ Andrew Schiff, Managing Member	07/01/2021
	AISLING CAPITAL PARTNERS IV LLC, /s/ Andrew Schiff, Managing Member	07/01/2021
	AISLING CAPITAL PARTNERS IV, LP, by Aisling Capital Partners IV LLC, its General Partners, /s/ Andrew Schiff, Managing Member	07/01/2021
	/s/ Steven Elms	07/01/2021
	/s/ Andrew Schiff	07/01/2021
	** Signature of Reporting Person	Date
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Steve Elms Form 4Elevation Oncology / ANDREW N SCHIFF ownership change