CEO and Chairman Lefkofsky Eric P disposed of 2,800,013 shares, acquired 1,886,307 shares, converted options into 3,388,777 shares and was granted 184,337 shares (SEC Form 4)
$TEM
Computer Software: Programming Data Processing
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 06/17/2024 | C | 2,133,583 | A | (1) | 2,133,583 | I | By Tempus Series D Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 12,409 | A | $0 | 2,145,992 | I | By Tempus Series D Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(4) | 2,145,992 | D | $0 | 0 | I | By Tempus Series D Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(4) | 1,534,384 | A | $0 | 27,408,669 | I | By Blue Media, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | C | 406,090 | A | (1) | 3,884,839 | I | By Innovation Group Investors, L.P. - 2011 Series(5) | ||
| Class A Common Stock | 06/17/2024 | C | 248,512 | A | (1) | 248,512 | I | By Tempus Series E Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 45,396 | A | $0 | 293,908 | I | By Tempus Series E Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(6) | 293,908 | D | $0 | 0 | I | By Tempus Series E Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | C | 321,008 | A | (1) | 321,008 | I | By Tempus Series G Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 39,105 | A | $0 | 360,113 | I | By Tempus Series G Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(7) | 360,113 | D | $0 | 0 | I | By Tempus Series G Investments, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(7) | 19,792 | A | $0 | 27,428,461 | I | By Blue Media, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | J(7) | 332,131 | A | $0 | 332,131 | I | By Lefkofsky Family Foundation(2) | ||
| Class A Common Stock | 06/17/2024 | C | 99,255 | A | (1) | 3,984,094 | I | By Innovation Group Investors, L.P. - 2011 Series(2) | ||
| Class A Common Stock | 06/17/2024 | C | 180,329 | A | (1) | 27,608,790 | I | By Blue Media, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 206 | A | $0 | 206 | I | By Black Media, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 10,768 | A | $0 | 27,619,558 | I | By Blue Media, LLC(2) | ||
| Class A Common Stock | 06/17/2024 | A(3) | 76,453 | A | $0 | 4,060,547 | I | By Innovation Group Investors, L.P. - 2011 Series(5) | ||
| Class A Common Stock | 6,978,852 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 D Preferred Stock | (1) | 06/17/2024 | C | 2,133,583 | (1) | (1) | Class A Common Stock | 2,133,583 | $0 | 0 | I | By Tempus Series D Investments, LLC(2) | |||
| Series D Preferred Stock | (1) | 06/17/2024 | C | 406,090 | (1) | (1) | Class A Common Stock | 406,090 | $0 | 0 | I | By Innovation Group Investors, L.P. - 2011 Series(5) | |||
| Series E Preferred Stock | (1) | 06/17/2024 | C | 248,512 | (1) | (1) | Class A Common Stock | 248,512 | $0 | 0 | I | By Tempus Series E Investments, LLC(2) | |||
| Series G Preferred Stock | (1) | 06/17/2024 | C | 321,008 | (1) | (1) | Class A Common Stock | 321,008 | $0 | 0 | I | By Tempus Series G Investments, LLC(2) | |||
| Series G Preferred Stock | (1) | 06/17/2024 | C | 99,255 | (1) | (1) | Class A Common Stock | 99,255 | $0 | 0 | I | By Innovation Group Investors, L.P. - 2011 Series(5) | |||
| Series G-3 Preferred Stock | (1) | 06/17/2024 | C | 98,964 | (1) | (1) | Class A Common Stock | 180,329 | $0 | 0 | I | By Blue Media, LLC(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock and Series G-3 Preferred Stock was convertible at any time, at the holder's election, into Class A Common Stock and had no expiration date. These shares automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering on a one-for-one basis, other than the Series G-3 Preferred Stock, each share of which converted into appoximately 1.82 shares of Class A Common Stock. |
| 2. The Reporting Person is the sole manager of each of Blue Media, LLC, Black Media, LLC, Tempus Series D Investments, LLC, Tempus Series E Investments, LLC and Tempus Series G Investments, LLC and trustee of Lefkofsky Family Foundation. |
| 3. On June 17, 2024, in connection with the conversion of preferred stock upon the closing of the Issuer's initial public offering, the Issuer paid accrued and unpaid dividends on such shares of preferred stock in shares of Class A Common Stock. The issuance of shares qualifies for the exemption from Section 16 of the Securities Exchange Act pursuant to Rules 16b-3 and 16a-9. |
| 4. Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series D Investments, LLC to its members, one of which is Blue Media, LLC, without additional consideration. |
| 5. The Reporting Person is the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B. |
| 6. Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series E Investments, LLC to its members without additional consideration. |
| 7. Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series G Investments, LLC to its members, including Blue Media, LLC and Lefkofsky Family Foundation, without additional consideration. |
| Remarks: |
| Due to the 30 line limitation in Table I, this report is being filed across two forms. This is the second of two filings. |
| /s/ Erik Phelps, Attorney-in-Fact | 06/20/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||