Sec Form 4 Filing - ARCH Venture Partners X, LLC @ Neumora Therapeutics, Inc. - 2023-12-08

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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 Partners X, LLC
2. Issuer Name and Ticker or Trading Symbol
Neumora Therapeutics, Inc. [ NMRA]
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)
8755 W. HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2023
(Street)
CHICAGO, IL60631
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 12/08/2023 J( 1 ) 703,061 A 1,387,228 I By ARCH Venture Fund VII, L.P. ( 2 )
Common Stock 12/08/2023 J( 1 ) 1,176,593 A 2,321,566 I By ARCH Venture Fund VIII Overage, L.P. ( 3 )
Common Stock 12,205,379 I By ARCH Venture Fund X, L.P. ( 4 ) ( 6 )
Common Stock 11,886,758 I By ARCH Venture Fund X Overage, L.P. ( 5 ) ( 6 )
Common Stock 4,131,207 I By ARCH Venture Fund XII, L.P. ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARCH Venture Partners X, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Fund X, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners X, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Fund X Overage, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners X Overage, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VII, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Fund VII, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
ARCH Venture Partners VIII, LLC
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL606031
X
ARCH Venture Fund VIII Overage, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO, IL60631
X
Signatures
ARCH Venture Fund X, L.P. By: ARCH Venture Partners X, L.P., its General Partner By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Fund X Overage, L.P. By: ARCH Venture Partners X Overage, L.P., its General Partner By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners X, L.P. By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners X Overage, L.P. By: ARCH Venture Partners X, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners X, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Fund VII, L.P. By: ARCH Venture Partners VII, L.P., its General Partner By: ARCH Venture Partners VII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners VII, L.P. By: ARCH Venture Partners VII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners VII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Fund VIII Overage, L.P. By: ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact 12/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares received as contingent consideration as a result of the completion of a contractual milestone being achieved by the Issuer. Issuer acquired Blackthorn Therapeutics, Inc. and agreed to pay in cash or in stock, at Issuer's discretion, to former stockholders of BlackThorn Therapeutics upon satisfaction of certain contractual milestones. Shares were received without any action by Reporting Persons. No additional consideration was paid for the shares.
( 2 )Represents shares held directly by ARCH Venture Fund VII, L.P. (ARCH VII). ARCH Venture Partners VII, L.P. (AVP VII LP) is the sole general partner of ARCH VII, and ARCH Venture Partners VII, LLC (AVP VII LLC) is the sole general partner of AVP VII LP. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VII LLC (AVP VII LLC Managing Directors). AVP VII LP and AVP VII LLC may be deemed to beneficially own the shares held by ARCH VII, and each of the AVP VII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARC H VII. Each of AVP VII LP, AVP VII LLC and the AVP VII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
( 3 )Represents shares held directly by ARCH Venture Fund VIII Overage, L.P. (ARCH VIII Overage). ARCH Venture Partners VIII, LLC (AVP VIII LLC) is the general partner of ARCH VIII Overage. Clinton Bybee, Keith Crandell and Robert Nelsen are the managing directors of AVP VIII LLC (the AVP VIII LLC Managing Directors). AVP VIII LLC may be deemed to beneficially own the shares held by ARCH VIII Overage, and each of the AVP VIII LLC Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by ARCH VIII Overage. Each of AVP VIII LLC and the AVP VIII LLC Managing Directors disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
( 4 )Represents shares held directly by ARCH Venture Fund X, L.P. (ARCH X). ARCH Venture Partners X, L.P. (AVP X LP) is the sole general partner of ARCH X.
( 5 )Represents shares held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.
( 6 )ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of each of AVP X LP and AVP X Overage LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP X LLC (the AVP X Committee Members). AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. Each of AVP X LP, AVP X Overage LP, AVP X LLC and the AVP X Committee Members disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.
( 7 )Represents shares held directly by ARCH Venture Fund XII, L.P. (ARCH XII). ARCH Venture Partners XII, L.P. (AVP XII LP) is the general partner of ARCH XII. ARCH Venture Partners XII, LLC (AVP XII LLC) is the general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen comprise the investment committee of AVP XII LLC (the AVP XII LLC Committee Members). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks:
This Form 4 is one of two reports relating to the same transaction being filed jointly by ARCH X, AVP X LP, ARCH X Overage, AVP X Overage LP, AVP X LLC, ARCH VII, AVP VII LP, AVP VII LLC, ARCH VIII Overage, AVP VIII LLC, ARCH XII, AVP XII LP, AVP XII LLC, Robert Nelsen, Steven Gillis, Keith Crandell, Clinton Bybee (collectively, the "Reporting Persons"). Kristina Burow has direct ownership of Common Stock and is filing her own Form 4 separately.

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).
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