Sec Form 4 Filing - Canaan XI L.P. @ Tyra Biosciences, Inc. - 2021-09-17

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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
Canaan XI L.P.
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)
C/O CANAAN PARTNERS, 285 RIVERSIDE AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2021
(Street)
WESTPORT, CT06880
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 09/17/2021 C 3,936,595 A 3,936,595 D ( 2 )
Common Stock 09/17/2021 C 473,396 A 473,396 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 Preferred Stock ( 1 ) 09/17/2021 C 1,333,334 ( 1 ) ( 1 ) Common Stock 3,463,201 $ 0 0 D ( 2 )
Series B Preferred Stock ( 1 ) 09/17/2021 C 182,257 ( 1 ) ( 1 ) Common Stock 473,394 $ 0 0 D ( 2 )
Series B Preferred Stock ( 1 ) 09/17/2021 C 182,258 ( 1 ) ( 1 ) Common Stock 473,396 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Canaan XI L.P.
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Canaan Partners XI LLC
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Canaan 2020+ Co-Investment L.P. Series 7
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Canaan Partners 2020+ Co-Investment LLC
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Signatures
Canaan XI L.P., By: Canaan Partners XI LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact 09/20/2021
Signature of Reporting Person Date
Canaan Partners XI LLC, By: /s/ Nancy Levenson, Attorney-in-Fact 09/20/2021
Signature of Reporting Person Date
Canaan 2020+ Co-Investment L.P. - Series 7, By: Canaan Partners 2020+ Co-Investment LLC, as its General Partner, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer 09/20/2021
Signature of Reporting Person Date
Canaan Partners 2020+ Co-Investment LLC, By: Canaan Management LLC, its Manager, By: /s/ John J. Pacifico, Chief Operating Officer 09/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 17, 2021, each share of Series A Preferred Stock and each share of Series B Preferred Stock converted into Common Stock of the Issuer at a ratio of 1-for-2.5974 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
( 2 )The shares are held directly by Canaan XI L.P. ("Canaan XI"). The sole general partner of Canaan XI is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any.
( 3 )The shares are held directly by Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7"). The sole general partner of Canaan Series 7 is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any.

Remarks:
Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on September 14, 2021)

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