Sec Form 4 Filing - Qiming U.S. Healthcare Fund II, L.P. @ Jasper Therapeutics, Inc. - 2023-01-27

Insider filing report for Changes in Beneficial Ownership
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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
Qiming U.S. Healthcare Fund II, L.P.
2. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [ JSPR]
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)
11100 NE 8TH ST., SUITE 200,
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2023
(Street)
BELLEVUE, WA98004
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
Voting Common Stock 01/27/2023 P 2,666,666 A $ 1.5 8,519,648 D ( 1 )
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
Qiming U.S. Healthcare Fund II, L.P.
11100 NE 8TH ST., SUITE 200
BELLEVUE, WA98004
X
Qiming U.S. Healthcare GP II, LLC
11100 NE 8TH ST., SUITE 200
BELLEVUE, WA98004
X
MCDADE MARK
C/O QIMING U.S. VENTURES MANAGEMENT, LLC
11100 NE 8TH ST., SUITE 200
BELLEVUE, WA98004
X
RIESCHEL GARY E
C/O QIMING U.S. VENTURES MANAGEMENT, LLC
11100 NE 8TH ST., SUITE 200
BELLEVUE, WA98004
X
Signatures
Qiming U.S. Healthcare Fund II, L.P., By: Qiming U.S. Healthcare GP II, LLC, its general partner, By /s/ Mark McDade, Managing Partner 04/11/2023
Signature of Reporting Person Date
Qiming U.S. Healthcare GP II, LLC, By /s/ Mark McDade, Managing Partner 04/11/2023
Signature of Reporting Person Date
/s/ Mark McDade 04/11/2023
Signature of Reporting Person Date
/s/ Gary Rieschel 04/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). The general partner of Qiming is Qiming U.S. Healthcare GP II, LLC ("Qiming GP"). Gary Rieschel and Mark McDade are the managing partners of Qiming GP and may be deemed to share voting and dispositive power over the shares held by Qiming. Each of Qiming GP and Messrs. Rieschel and McDade disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

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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