Sec Form 3 Filing - Medicxi Ventures Management (Jersey) Ltd @ Aura Biosciences, Inc. - 2021-10-28

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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
Medicxi Ventures Management (Jersey) Ltd
2. Issuer Name and Ticker or Trading Symbol
Aura Biosciences, Inc. [ AURA]
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 INTERTRUST FUND SERVICES (JERSEY), LIMITED, 44 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2021
(Street)
ST. HELIER, Y9JE4 9WG
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
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 D-1 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 1,650,676 I See footnote ( 5 )
Series D-2 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 3 ) 373,606 I See footnote ( 5 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 4 ) 251,545 I See footnote ( 5 )
Series D-1 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 39,214 I See footnote ( 6 )
Series D-2 Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 3 ) 8,876 I See footnote ( 6 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 4 ) 5,975 I See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Medicxi Ventures Management (Jersey) Ltd
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Medicxi Growth I LP
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Medicxi Growth Co-Invest I LP
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Medicxi Growth I GP Ltd
C/O INTERTRUST FUND SERVICES (JERSEY)
LIMITED, 44 ESPLANADE
ST. HELIER, Y9JE4 9WG
X
Signatures
Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director 10/28/2021
Signature of Reporting Person Date
Medicxi Growth I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director 10/28/2021
Signature of Reporting Person Date
Medicxi Growth Co-Invest I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Giles Johnstone-Scott, Its: Director 10/28/2021
Signature of Reporting Person Date
Medicxi Growth I GP Limited, By: /s/ Francois Chesnay, Its: Director 10/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering ("IPO"), each share of Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock, on a 13.7-for one basis and has no expiration date.
( 2 )Upon the closing of the Issuer's IPO, all shares of the Series D-1 Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3.
( 3 )Upon the closing of the Issuer's IPO, all shares of the Series D-2 Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3.
( 4 )Upon the closing of the Issuer's IPO, all shares of the Series E Convertible Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3.
( 5 )Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager") is the sole manager of Medicxi Growth I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
( 6 )Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

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