Sec Form 4 Filing - AI Day 1 LLC @ Day One Biopharmaceuticals, Inc. - 2021-06-01

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
AI Day 1 LLC
2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [ DAWN]
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 ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2021
(Street)
NEW YORK, NY10019
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 06/01/2021 C 8,502,776 A 8,502,776 D ( 3 )
Common Stock 06/01/2021 P( 4 ) 875,000 A $ 16 9,377,776 D ( 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 Redeemable Convertible Preferred Stock ( 1 ) 06/01/2021 C 7,761,380 ( 1 ) ( 1 ) Common Stock 7,761,380 $ 0 0 D ( 3 )
Series B Redeemable Convertible Preferred Stock ( 2 ) 06/01/2021 C 741,396 ( 2 ) ( 2 ) Common Stock 741,396 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AI Day 1 LLC
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR
NEW YORK, NY10019
X
Access Industries Holdings LLC
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
ACCESS INDUSTRIES MANAGEMENT, LLC
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FLOOR
NEW YORK, NY10019
Affiliate of 10% Owner
Blavatnik Len
C/O ACCESS INDUSTRIES, INC.
40 WEST 57TH STREET, 28TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
Signatures
/s/ Alejandro Moreno for AI Day 1 LLC 06/03/2021
Signature of Reporting Person Date
/s/ Alejandro Moreno for Access Industries Holdings LLC 06/03/2021
Signature of Reporting Person Date
/s/ Alejandro Moreno for Access Industries Management, LLC 06/03/2021
Signature of Reporting Person Date
/s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik 06/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Redeemable Convertible Preferred Stock automatically converted into one share of common stock of Day One Biopharmaceuticals, Inc. (the "Issuer") immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 2 )Each share of Series B Redeemable Convertible Preferred Stock automatically converted into one share of common stock of the Issuer immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
( 3 )The securities reported are held directly by AI Day 1 LLC and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because AIH indirectly controls all of the outstanding voting interests in AI Day 1 LLC, AIM controls AIH and Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. AIH, AIM and Mr. Blavatnik each disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form.
( 4 )Represents securities purchased in the Issuer's initial public offering.

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