Kyverna Therapeutics Form 4 Change in insider ownership

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^*

Vida Ventures, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ]

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)
02/12/2024

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)
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	02/12/2024		C⁽¹⁾		4,523,924	A	⁽¹⁾	4,523,924	I	By Vida Ventures, LLC⁽²⁾
Common Stock	02/12/2024		P		252,553	A	$22	252,553	I	By Vida Ventures III, L.P.⁽³⁾
Common Stock	02/12/2024		P		583	A	$22	583	I	By Vida Ventures III-A, L.P.⁽⁴⁾

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-1 Redeemable Convertible Preferred Stock	⁽⁵⁾	02/12/2024		C			4,401,771	⁽⁵⁾	⁽⁵⁾	Common Stock	967,188	$0	0	I	By Vida Ventures, LLC⁽²⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽⁵⁾	02/12/2024		C			8,830,901	⁽⁵⁾	⁽⁵⁾	Common Stock	1,940,388	$0	0	I	By Vida Ventures, LLC⁽²⁾
Series B Redeemable Convertible Preferred Stock	⁽⁵⁾	02/12/2024		C			7,356,162	⁽⁵⁾	⁽⁵⁾	Common Stock	1,616,348	$0	0	I	By Vida Ventures, LLC⁽²⁾

1. Name and Address of Reporting Person^*

Vida Ventures, LLC

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vida Ventures GP III, L.L.C.

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vida Ventures III, L.P.

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vida Ventures III-A, L.P.

(Last)

(First)

(Middle)

40 BROAD STREET, SUITE 201

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares of the Issuer's Common Stock received upon conversion of shares of the reported series of preferred stock on a 1-for-4.5511 basis without payment of further consideration.

2. The shares of the Issuer's Common Stock are held directly by Vida Ventures, LLC. Vida Ventures Advisors, LLC is the investment advisor to Vida Ventures, LLC. Dr. Arie Belldegrun, Leonard Potter and Dr. Fred E. Cohen, a member of the Issuer's board of directors, are the managing members of Vida Ventures Advisors, LLC, and may be deemed to share voting and dispositive power over the shares held by Vida Ventures, LLC, but each disclaims beneficial ownership of the shares held by Vida Ventures, LLC, except to the extent of such person's pecuniary interest therein, if any.

3. The shares of the Issuer's Common Stock are held directly by Vida Ventures III, L.P. ("Vida III"). Vida Ventures GP III, L.L.C. ("Vida III GP") is the general partner of Vida III. Vida III GP disclaims beneficial ownership of the securities held by Vida III, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any.

4. The shares of the Issuer's Common Stock are held directly by Vida Ventures III-A, L.P. ("Vida III-A"). Vida III GP is the general partner of Vida III-A. Vida III GP disclaims beneficial ownership of the securities held by Vida III-A, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein, if any.

5. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock had no expiration date and automatically converted into the Issuer's Common Stock on a 1-for-4.5511 basis immediately prior to the closing of the Issuer's initial public offering.

	Vida Ventures, LLC By: /s/ Fred E. Cohen, its Senior Managing Director	02/14/2024
	Vida Ventures GP III, L.L.C, By: /s/ Rajul Jain, its Managing Director	02/14/2024
	Vida Ventures III, L.P., By: Vida Ventures GP III, L.L.C, its general partner, By: /s/ Rajul Jain, its Managing Director	02/14/2024
	Vida Ventures III-A, L.P. By: Vida Ventures GP III, L.L.C, its general partner, By: /s/ Rajul Jain, its Managing Director	02/14/2024
	** 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).
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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Kyverna Therapeutics (KYTX) Form 4Change in insider ownership