Sec Form 4 Filing - Westlake BioPartners Fund I, L.P. @ Kyverna Therapeutics, Inc. - 2024-02-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Westlake BioPartners Fund I, L.P.
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)
(Last) (First) (Middle)
C/O WESTLAKE BIOPARTNERS, LLC, 3075 TOWNSGATE ROAD, SUITE 140
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2024
(Street)
WESTLAKE VILLAGE, CA91361
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
Common Stock 02/12/2024 C( 1 ) 3,787,940 A 3,787,940 I See Footnote ( 2 )
Common Stock 02/12/2024 C( 1 ) 735,984 A 735,984 I See Footnote ( 3 )
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
Series A-1 Redeemable Convertible Preferred Stock ( 4 ) 02/12/2024 C 4,401,771 ( 4 ) ( 4 ) Common Stock 967,188 $ 0 0 I See Footnote ( 2 )
Series A-2 Redeemable Convertible Preferred Stock ( 4 ) 02/12/2024 C 8,830,901 ( 4 ) ( 4 ) Common Stock 1,940,388 $ 0 0 I See Footnote ( 2 )
Series B Redeemable Convertible Preferred Stock ( 4 ) 02/12/2024 C 4,006,624 ( 4 ) ( 4 ) Common Stock 880,364 $ 0 0 I See Footnote ( 2 )
Series B Redeemable Convertible Preferred Stock ( 4 ) 02/12/2024 C 3,349,538 ( 4 ) ( 4 ) Common Stock 735,984 $ 0 0 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Westlake BioPartners Fund I, L.P.
C/O WESTLAKE BIOPARTNERS, LLC
3075 TOWNSGATE ROAD, SUITE 140
WESTLAKE VILLAGE, CA91361
X
Westlake BioPartners GP I, LLC
C/O WESTLAKE BIOPARTNERS, LLC
3075 TOWNSGATE ROAD, SUITE 140
WESTLAKE VILLAGE, CA91361
X
Westlake BioPartners Opportunity Fund I, L.P.
C/O WESTLAKE BIOPARTNERS, LLC
3075 TOWNSGATE ROAD, SUITE 140
WESTLAKE VILLAGE, CA91361
X
Westlake BioPartners Opportunity GP I, LLC
C/O WESTLAKE BIOPARTNERS, LLC
3075 TOWNSGATE ROAD, SUITE 140
WESTLAKE VILLAGE, CA91361
X
Harper Sean E
C/O WESTLAKE BIOPARTNERS, LLC
3075 TOWNSGATE ROAD, SUITE 140
WESTLAKE VILLAGE, CA91361
X
Signatures
By: /s/ Jennifer L. Kercher, as Attorney-in-Fact 02/14/2024
Signature of Reporting Person Date
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 )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, Beth Seidenberg 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.
( 3 )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, Beth Seidenberg 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.
( 4 )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.

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.
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 Number.