Sec Form 4 Filing - SHAH MAHENDRA @ Bolt Biotherapeutics, Inc. - 2021-02-09

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 SHAH MAHENDRA 2. Issuer Name and Ticker or Trading Symbol Bolt Biotherapeutics, Inc. [ BOLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BOLT BIOTHERAPEUTICS, INC., 900 CHESAPEAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2021 (Street) REDWOOD CITY, CA94063 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 Common Stock 02/09/2021 C 944,056 A 958,341 I By Vivo PANDA Fund, L.P. ( 2 ) Common Stock 02/09/2021 C 472,296 A 1,430,637 I By Vivo PANDA Fund, L.P. ( 2 ) Common Stock 02/09/2021 X 17,711 A $ 0.07 1,448,348 I By Vivo PANDA Fund, L.P. ( 2 ) Common Stock 02/09/2021 S( 4 ) 62 D $ 20 1,448,286 I By Vivo PANDA Fund, L.P. ( 2 )

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 Preferred Stock ( 1 ) 02/09/2021 C 944,056 ( 1 ) ( 1 ) Common Stock 944,056 $ 0 0 I By Vivo PANDA Fund, L.P. ( 2 ) Series B Preferred Stock ( 3 ) 02/09/2021 C 472,296 ( 3 ) ( 3 ) Common Stock 472,296 $ 0 0 I By Vivo PANDA Fund, L.P. ( 2 ) Warrant (Right to Buy) $ 0.07 02/09/2021 X 17,711 ( 5 ) 07/26/2028 Common Stock 17,711 $ 0 0 I By Vivo PANDA Fund, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAH MAHENDRA C/O BOLT BIOTHERAPEUTICS, INC. 900 CHESAPEAKE DRIVE REDWOOD CITY, CA94063 X Signatures /s/ Brian Woodard, Attorney-in-Fact 02/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A-1 Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1 basis immediately upon closing of the Issuer's initial public offering (the "IPO") and had no expiration date. ( 2 )The securities reported herein are held of record by Vivo PANDA Fund, L.P. ("Vivo LP"). Vivo Panda, LLC ("Vivo LLC") is the sole general partner of Vivo LP. The Reporting Person is a managing member of Vivo LLC and has shared voting and investment power over the securities beneficially owned by Vivo LP and may therefore be deemed to have or share beneficial ownership of the securities held directly by Vivo LP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )The Series B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a 1:1 basis immediately upon closing of the Issuer's IPO and had no expiration date. ( 4 )Upon closing of the Issuer's IPO, Vivo LP exercised a warrant to purchase 17,711 shares of the Issuer's Common Stock at an exercise price per share of $0.07. Vivo LP paid the exercise price on a cashless basis, resulting in the Issuer withholding 62 share subject to the warrant in order to pay the exercise price and issuing to Vivo LP the remaining 17,649 shares of Common Stock. ( 5 )The shares subject to this warrant were fully vested prior to exercise.

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).

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