Sec Form 4 Filing - BioPlus Sponsor LLC @ BioPlus Acquisition Corp. - 2023-06-05

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
BioPlus Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
BioPlus Acquisition Corp. [ BIOS]
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)
630 RAMONA STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2023
(Street)
PALO ALTO, CA94301
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
Class A Ordinary Shares 06/05/2023 C 5,749,999 ( 1 ) A 6,629,999 ( 2 ) 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
Class B Ordinary Shares ( 1 ) 06/05/2023 C( 1 ) 5,749,999 ( 1 ) ( 1 ) Class A Ordinary Shares 5,749,999 ( 1 ) 1 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BioPlus Sponsor LLC
630 RAMONA STREET
PALO ALTO, CA94301
X
Explorer Parent LLC
630 RAMONA STREET
PALO ALTO, CA94301
X
Founder Holdings LLC
630 RAMONA STREET
PALO ALTO, CA94301
X
VIEUX ALEX SERGE
630 RAMONA STREET
PALO ALTO, CA94301
X
Fletcher Steven C.
630 RAMONA STREET
PALO ALTO, CA94301
X
Signatures
/s/ Explorer Parent LLC, By: Founder Holdings LLC, its managing member, By: Steven Fletcher, a Managing Member, By: /s/ Alex Vieux, a Managing Member 06/09/2023
Signature of Reporting Person Date
/s/ BioPlus Sponsor LLC, By: /s/ Steven Fletcher, a Managing Member 06/09/2023
Signature of Reporting Person Date
/s/ Founder Holdings LLC; By: /s/ Steven Fletcher, a Managing Member, By: /s/ Alex Vieux, a Managing Member 06/09/2023
Signature of Reporting Person Date
/s/ Steven Fletcher 06/09/2023
Signature of Reporting Person Date
/s/ Alex Vieux 06/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the issuer are convertible into an equal number of shares of Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of the issuer and have no expiration date. On June 5, 2023, the reporting person elected to convert 5,749,999 of their Class B Ordinary Shares into an equal number of Class A Ordinary Shares.
( 2 )Includes (i) 380,000 placement units purchased by BioPlus Sponsor LLC (the "Sponsor") for $10.00 per unit in a private placement transaction with the Issuer and (ii) a Sponsor loan in the amount of $5,000,000 that is convertible into 500,000 additional units. Each such unit consists of one Class A Ordinary Share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the Issuer's business combination transaction.
( 3 )The Sponsor is the record holder of the securities reported herein. Alex Vieux and Steven Fletcher are managing members of Sponsor and of Founder Holdings LLC, which is the managing member of Explorer Parent LLC, which is a member of the Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

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