Sec Form 4 Filing - Andreessen Horowitz Fund III, L.P. @ Cyngn, Inc. - 2021-10-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Andreessen Horowitz Fund III, L.P. 2. Issuer Name and Ticker or Trading Symbol Cyngn, Inc. [ CYN] 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) 2865 SAND HILL ROAD, SUITE 101, 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2021 (Street) MENLO PARK, CA94025 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 10/22/2021 C 4,947,110 A 4,947,110 I ( 2 ) By Andreessen Horowitz Fund III, L.P. ( 2 ) Common Stock 10/22/2021 C 287,718 A 287,718 I ( 2 ) By Andreessen Horowitz Fund III, L.P. ( 2 )

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 B Preferred Stock ( 1 ) 10/22/2021 C 4,947,110 ( 1 ) ( 1 ) Common Stock 4,947,110 $ 0 0 I ( 2 ) By Andreessen Horowitz Fund III, L.P. ( 2 ) Series C Preferred Stock ( 1 ) 10/22/2021 C 287,718 ( 1 ) ( 1 ) Common Stock 287,718 $ 0 0 I ( 2 ) By Andreessen Horowitz Fund III, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Horowitz Fund III, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Equity Partners III, L.L.C. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Marc L 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-A, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-B, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz Fund III-Q, L.P. 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X HOROWITZ BENJAMIN A 2865 SAND HILL ROAD SUITE 101 MENLO PARK, CA94025 X Signatures Andreessen Horowitz Fund III, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/22/2021 Signature of Reporting Person Date AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/22/2021 Signature of Reporting Person Date /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen 10/22/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-A, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/22/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-B, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/22/2021 Signature of Reporting Person Date Andreessen Horowitz Fund III-Q, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/22/2021 Signature of Reporting Person Date /s/ Scott Kupor, Attorney-in-Fact for Benjamin A. Horowitz 10/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1-for-1 basis, without payment or further consideration, immediately prior to the consummation of the Issuer's initial public offering. ( 2 )These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks: Scott Kupor has signed this Form 3 on behalf of Marc Andreessen and Benjamin Horowitz pursuant to a Power of Attorney already on file with the U.S. Securities and Exchange Commission.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.