Initial Statement of Beneficial Ownership (3)
March 21 2023 - 7:38PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Kulkarni Sandeep Chidambar |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/20/2023
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3. Issuer Name and Ticker or Trading Symbol
Zura Bio Ltd [ZURA]
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(Last)
(First)
(Middle)
4225 EXECUTIVE SQUARE, SUITE 600 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
LA JOLLA, CA 92037
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | (1) | 6/8/2032 | Class A Ordinary Shares | 345867 (2) | $0.84 | D | |
Explanation of Responses: |
(1) | The Reporting Person was granted the option on June 8, 2022. 14,591 Class ordinary shares underlying the option vested on June 8, 2022, thereafter 6,161 Class A ordinary shares vest at the end of each month until February 2026, and then 8,430 Class A ordinary shares vest at the end of March 2026. The final 45,611 shares vest upon raising of external capital of US $75,000,000, except in certain limited circumstances, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(2) | In connection with the closing of the business combination between the Issuer and Zura Bio Limited, a company incorporated under the laws of England and Wales ("Zura"), among other things, each ordinary share of Zura was exchanged pursuant to the terms of the Business Combination Agreement (including the corporate restructuring of Zura contemplated therein) into Class A Ordinary Shares of the Issuer (the exchange ratio used for such exchange is hereinafter referred to as the "Exchange Ratio"). In addition, each outstanding Zura equity award was automatically converted into a corresponding equity award of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Zura equity awards. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kulkarni Sandeep Chidambar 4225 EXECUTIVE SQUARE, SUITE 600 LA JOLLA, CA 92037 | X |
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Signatures
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/s/ Kimberly Ann Davis, Attorney-in-Fact | | 3/21/2023 |
**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 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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