Sec Form 4 Filing - ARCH Venture Fund XI, L.P. @ DA32 Life Science Tech Acquisition Corp. - 2023-07-28

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ARCH Venture Fund XI, L.P.
2. Issuer Name and Ticker or Trading Symbol
DA32 Life Science Tech Acquisition Corp. [ DALS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8755 WEST HIGGINS ROAD, SUITE 1025,
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2023
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/28/2023 J( 1 ) 1,600,000 D 0 D ( 2 )
Class A Common Stock 650,000 I Through DA32 Sponsor LLC ( 2 ) ( 3 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARCH Venture Fund XI, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners XI, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners XI, LLC
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
NELSEN ROBERT
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Burow Kristina
8755 W. HIGGINS ROAD,SUITE 1025
CHICAGO, IL60631
X
GILLIS STEVEN
C/O ARCH VENTURE PARTNERS
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
/s/ Mark McDonnell, Attorney-in-Fact for ARCH Venture Fund XI, L.P. 08/10/2023
Signature of Reporting Person Date
/s/ Mark McDonnell, Attorney-in-Fact for ARCH Venture Partners XI, L.P. 08/10/2023
Signature of Reporting Person Date
/s/ Mark McDonnell, Attorney-in-Fact for ARCH Venture Partners XI, LLC 08/10/2023
Signature of Reporting Person Date
/s/ Mark McDonnell, Attorney-in-Fact for Robert Nelsen 08/10/2023
Signature of Reporting Person Date
/s/ Mark McDonnell, Attorney-in-Fact for Kristina Burow 08/10/2023
Signature of Reporting Person Date
/s/ Mark McDonnell, Attorney-in-Fact for Steven Gillis 08/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 28, 2023, the Issuer redeemed all of its outstanding shares of Class A common stock that were publicly traded for a redemption price of approximately $10.31 per share.
( 2 )This Form 4 is filed jointly by ARCH Venture Fund XI, L.P. ("AVF"), ARCH Venture Partners XI, L.P. ("AVP LP"), ARCH Venture Partners XI, LLC ("AVP LLC"), Kristina Burow, Robert Nelsen and Steven Gillis (collectively, the "Reporting Persons"). Keith Crandell has direct ownership of the Issuer's Class B Common Stock, as well as indirect pecuniary ownership of the Issuer's Class B Common Stock and shares of Class A common stock purchased in a private placement and is filing his own Form 4 separately. Burow, Crandell, Nelsen and Gillis comprise the investment committee of AVP LLC (the AVP X Committee Members). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
( 3 )DA32 Sponsor LLC ("Sponsor") owns 650,000 shares of Class A common stock purchased in a private placement concurrently with the Issuer's initial public offering.
( 4 )As a managing member of Sponsor, AVF may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVF, AVP LP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVP LP, AVP LLC may be deemed to beneficially own securities owned directly by Sponsor. As the members of the investment committee, each of the AVP X Committee Members may be deemed to beneficially own securities owned directly by Sponsor. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

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