Sec Form 3 Filing - Alta Partners NextGen Fund II Management, LLC @ Tyra Biosciences, Inc. - 2021-09-14

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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
Alta Partners NextGen Fund II Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA]
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)
115 W SNOW KING AVE, SUITE 101B,
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2021
(Street)
JACKSON, WY83001
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 112,929 I See footnote ( 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
Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 3,148,365 I See footnote ( 1 )
Series B Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 662,752 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Alta Partners NextGen Fund II Management, LLC
115 W SNOW KING AVE, SUITE 101B
JACKSON, WY83001
X
Alta Partners NextGen Fund II, L.P.
115 W SNOW KING AVE, SUITE 101B
JACKSON, WY83001
X
Hudson Peter A
C/O ALTA PARTNERS NEXTGEN FUND II MANAGE
115 W SNOW KING AVE, SUITE 101B
JACKSON, WY83001
X
JANNEY DANIEL
C/O ALTA PARTNERS NEXTGEN FUND II MANAGE
115 W SNOW KING AVE, SUITE 101B
JACKSON, WY83001
X
Signatures
/s/ Daniel S. Janney, Manager of the Alta Partners NextGen Fund II Management, LLC, the General Partner of the Alta Partners NextGen Fund II, L.P. 09/14/2021
Signature of Reporting Person Date
/s/ Daniel S. Janney, Manager of the Alta Partners NextGen Fund II Management, LLC 09/14/2021
Signature of Reporting Person Date
/s/ Peter A. Hudson, individually 09/14/2021
Signature of Reporting Person Date
/s/ Daniel S. Janney, individually 09/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held directly by Alta Partners NextGen Fund II, L.P. (the "APNG II"). The shares directly held by APNG II are indirectly held by Alta Partners NextGen Fund II Management, LLC ("APNG II Management"), which is the general partner of APNG II. The individual managing directors of APNG II Management are Robert More, Peter Hudson and Daniel Janney. The managing directors of APNG II Management exercise shared voting and investment control with respect to the shares held by APNG II. APNG II Management, Mr. Hudson and Mr. Janney disclaim beneficial ownership of all shares held by APNG II, except to the extent of its or their respective pecuniary interests therein. Mr. More is a director of the Issuer and files separate Section 16 reports.
( 2 )The shares of Series A Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1-for-2.5974. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 1-for-2.5974. The Series A Preferred Stock and Series B Preferred Stock has no expiration date.

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