Sec Form 3 Filing - SEIDENBERG BETH C @ Kyverna Therapeutics, Inc. - 2024-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
SEIDENBERG BETH C
2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KYVERNA THERAPEUTICS, INC., 5980 HORTON ST., STE 550
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2024
(Street)
EMERYVILLE, CA94608
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Stock Option (Right to Buy) $ 4.83 ( 1 ) 11/05/2033 Common Stock 32,959 D
Series A-1 Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 967,188 ( 2 ) I See footnote ( 3 )
Series A-2 Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,940,388 ( 2 ) I See footnote ( 3 )
Series B Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 880,364 ( 2 ) I See footnote ( 3 )
Series B Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 735,984 ( 2 ) I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEIDENBERG BETH C
C/O KYVERNA THERAPEUTICS, INC.
5980 HORTON ST., STE 550
EMERYVILLE, CA94608
X X
Signatures
By: /s/ Ryan Jones, as Attorney-in-Fact 02/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the original number of shares subject to the option shall vest on January 1, 2025, and 1/48th of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person's continuous service.
( 2 )The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock has no expiration date and is convertible into the Issuer's Common Stock on a 1-for-4.5511 basis at any time. The number of underlying shares of Common Stock reported in Column 3 reflects an automatic conversion of each outstanding share of Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock into shares of Common Stock at a ratio of 1-for-4.5511 to be effective immediately prior to the closing of the Issuer's initial public offering.
( 3 )Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The voting and dispositive control over Westlake GP I is shared by the managing directors of Westlake GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake I except to the extent of such person's pecuniary interest therein, if any.
( 4 )Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The voting and dispositive control over Westlake Opportunity GP I is shared by the managing directors of Westlake Opportunity GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of such person's pecuniary interest therein, if any.

Remarks:
Exhibit 24 - Power of Attorney

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