CEO and Chairman Lefkofsky Eric P sold $41,099,179 worth of shares (812,345 units at $50.59) (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). | |||||||||||||||||
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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) 03/05/2025 | ||||||||||||||||||||||||||
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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 | 03/05/2025 | S(1) | 18,685 | D | $50.25(2) | 9,538,598 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 33,030 | D | $51.09(4) | 9,505,568 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 12,334 | D | $52.18(5) | 9,493,234 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 35,951 | D | $52.96(6) | 9,457,283 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 167,975 | D | $50.17(7) | 26,321,502 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 255,738 | D | $50.96(8) | 26,065,764 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 27,132 | D | $51.66(9) | 26,038,632 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/05/2025 | S(1) | 11,500 | D | $52.73 | 26,027,132 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 19,202 | D | $48.85(10) | 9,438,081 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 17,134 | D | $49.53(11) | 9,420,947 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 6,469 | D | $50.6(12) | 9,414,478 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 7,195 | D | $51.61(13) | 9,407,283 | I | By Gray Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 94,401 | D | $49.11(14) | 25,932,731 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 56,439 | D | $50.11(15) | 25,876,292 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 47,301 | D | $50.99(16) | 25,828,991 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 03/06/2025 | S(1) | 1,859 | D | $51.67(17) | 25,827,132 | I | By Blue Media, LLC(3) | ||
| Class A Common Stock | 4,895,589 | D | ||||||||
| Class A Common Stock | 187 | I | By 346 Long LLC(3) | |||||||
| Class A Common Stock | 206 | I | By Black Media, LLC(3) | |||||||
| Class A Common Stock | 332,131 | I | By Lefkofsky Family Foundation(3) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2024. |
| 2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.60 to $50.59 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16) and (17). |
| 3. The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC, Gray Media, LLC, and (iii) a trustee of Lefkofsky Family Foundation. |
| 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.60 to $51.59 inclusive. |
| 5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.60 to $52.59 inclusive. |
| 6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.60 to $53.28 inclusive. |
| 7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.54 to $50.5399 inclusive. |
| 8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.54 to $51.53 inclusive. |
| 9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.54 to $52.50 inclusive. |
| 10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.13 to $49.12 inclusive. |
| 11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.13 to $50.12 inclusive. |
| 12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.13 to $51.12 inclusive. |
| 13. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.13 to $52.10 inclusive. |
| 14. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.58 to $49.5786 inclusive. |
| 15. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.58 to $50.5781 inclusive. |
| 16. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.58 to $51.5769 inclusive. |
| 17. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.5871 to $51.7618 inclusive. |
| /s/ Andrew Polovin, Attorney-in-Fact for Eric P. Lefkofsky | 03/07/2025 | |
| ** 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. | ||