Sec Form 4 Filing - ARCH Venture Fund XI, L.P. @ DA32 Life Science Tech Acquisition Corp. - 2021-08-05

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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
ARCH Venture Fund XI, L.P.
2. Issuer Name and Ticker or Trading Symbol
DA32 Life Science Tech Acquisition Corp. [ DALS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group
(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2021
(Street)
NEW YORK, NY10010
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
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 Common Stock, par value $0.0001 per share ( 1 ) 08/05/2021 J( 2 ) 701,250 ( 1 ) ( 1 ) Class A Common Stock 701,250 ( 2 ) $ 0 4,465,000 I Through DA32 Sponsor LLC ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Addre ss Relationships
Director 10% Owner Officer Other
ARCH Venture Fund XI, L.P.
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X Member of 10% owner group
ARCH Venture Partners XI, L.P.
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X
ARCH Venture Partners XI, LLC
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X
NELSEN ROBERT
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X
Burow Kristina
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X
GILLIS STEVEN
345 PARK AVENUE SOUTH, 12TH FLOOR
NEW YORK, NY10010
X
Signatures
/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Fund XI, L.P. 08/09/2021
Signature of Reporting Person Date
/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, L.P. 08/09/2021
Signature of Reporting Person Date
/s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, LLC 08/09/2021
Signature of Reporting Person Date
/s/ Henrikki Harsu, Attorney-in-Fact for Robert Nelsen 08/09/2021
Signature of Reporting Person Date
/s/ Henrikki Harsu, Attorney-in-Fact for Kristina Burow 08/09/2021
Signature of Reporting Person Date
/s/ Henrikki Harsu, Attorney-in-Fact for Steven Gillis 08/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date.
( 2 )On August 5, 2021, DA32 Sponsor LLC ("Sponsor") forfeited 701,250 shares of Class B Common Stock to the Issuer for no consideration in connection with the underwriters' election to forfeit their overallotment option on August 4, 2021. The forfeiture was not within the Reporting Persons' control as it occurred exclusively due to the underwriters' decision not to exercise the overallotment option and occurred shortly after the Issuer filed the final statutory prospectus for the initial public offering (the "IPO") disclosing all material information about the Issuer and the IPO.
( 3 )This Form 4 is filed jointly by ARCH Venture Fund XI, L.P. ("AVF"), ARCH Venture Partners XI, L.P. ("AVP LP"), ARCH Venture Partners XI, LLC ("AVP LLC"), Kristina Burow, Robert Nelsen and Steven Gillis (collectively, the "Reporting Persons"). Keith Crandell has direct ownership of the Issuer's Class B Common Stock, as well as indirect pecuniary ownership of the Issuer's Class A Common Stock and Class B Common Stock and is filing his own Form 4 separately. Burow, Crandell, Nelsen and Gillis comprise the investment committee of AVP LLC (the AVP X Committee Members). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
( 4 )As a managing member of Sponsor, AVF may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVF, AVP LP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVP LP, AVP LLC may be deemed to beneficially own securities owned directly by Sponsor. As the members of the investment committee, each of the AVP X Committee Members may be deemed to beneficially own securities owned directly by Sponsor. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Henrikki Harsu, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1, 24.2, 24.3, 24.4, 24.5 and 24.6 to a Form 3 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on July 27, 2021 by ARCH Venture Fund XI, L.P., ARCH Venture Partners XI, L.P., ARCH Venture Partners XI, LLC, Kristina Burow, Robert Nelsen and Steven Gillis.

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