Northpond Ventures Form 3 Camp4 Therapeutics / Michael P. Rubin ownership change

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^*

Northpond Ventures II GP, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2024

3. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP ]

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

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

5. 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 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)

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 A Prime Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,003,193	⁽¹⁾	I	By Northpond Ventures II, LP⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	471,415	⁽¹⁾	I	By Northpond Ventures, LP⁽³⁾

1. Name and Address of Reporting Person^*

Northpond Ventures II GP, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures II, LP

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures GP, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures, LP

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rubin Michael P.

(Last)

(First)

(Middle)

C/O NORTHPOND VENTURES

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a 11.2158-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering, the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.

2. The shares are held directly by Northpond Ventures II, LP ("Northpond Fund II"). Northpond Ventures II GP, LLC ("Northpond GP II") is the general partner of Northpond Fund II, and Michael P. Rubin is the managing member of Northpond GP II. As a result, each of Northpond GP II and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond GP II and Mr. Rubin disclaim beneficial ownership of the securities held by Northpond Fund II, except to the extent of such Reporting Person's pecuniary interest therein, if any.

3. The shares are held directly by Northpond Ventures, LP ("Northpond Fund I"). Northpond Ventures GP, LLC ("Northpond GP I") is the general partner of Northpond Fund I, and Michael P. Rubin is the managing member of Northpond GP I. As a result, each of Northpond GP I and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund I. Each of Northpond GP I and Mr. Rubin disclaim beneficial ownership of the securities held by Northpond Fund I, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	Northpond Ventures II GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory	10/10/2024
	Northpond Ventures II, LP, By: Northpond Ventures II GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory	10/10/2024
	Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Authorized Signatory	10/10/2024
	Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Authorized Signatory	10/10/2024
	/s/ Michael P. Rubin	10/10/2024
	** 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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Northpond Ventures Form 3Camp4 Therapeutics / Michael P. Rubin ownership change