Large owner Arch Venture Partners Xii, Llc converted options into 23,530,631 shares and bought $39,999,996 worth of shares (2,222,222 units at $18.00) (SEC Form 4)
$MTSR
Biotechnology: Pharmaceutical Preparations
Health Care
| 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
Metsera, Inc. [ MTSR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/03/2025 | C | 16,006,949 | A | (1) | 17,070,904 | I | See Footnote(2) | ||
| Common Stock | 02/03/2025 | C | 7,523,682 | A | (1) | 7,523,682 | I | See Footnote(3)(4) | ||
| Common Stock | 02/03/2025 | P | 1,432,224 | A | $18 | 18,503,128 | I | See Footnote(2) | ||
| Common Stock | 02/03/2025 | P | 789,998 | A | $18 | 8,313,680 | I | See Footnote(3)(4) | ||
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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 Seed Preferred Stock | (1) | 02/03/2025 | C | 19,933,333 | (1) | (1) | Common Stock | 8,483,268 | (1) | 0 | I | See Footnote(2) | |||
| Series A Convertible Preferred Stock | (1) | 02/03/2025 | C | 15,000,000 | (1) | (1) | Common Stock | 6,383,730 | (1) | 0 | I | See Footnote(2) | |||
| Series B Convertible Preferred Stock | (1) | 02/03/2025 | C | 2,678,571 | (1) | (1) | Common Stock | 1,139,951 | (1) | 0 | I | See Footnote(2) | |||
| Series A Convertible Preferred Stock | (1) | 02/03/2025 | C | 15,000,000 | (1) | (1) | Common Stock | 6,383,731 | (1) | 0 | I | See Footnote(3)(4) | |||
| Series B Convertible Preferred Stock | (1) | 02/03/2025 | C | 2,678,571 | (1) | (1) | Common Stock | 1,139,951 | (1) | 0 | I | See Footnote(3)(4) | |||
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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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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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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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-for-2.349723. The preferred stock automatically converted into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering. |
| 2. Represents shares held directly by ARCH Venture Fund XII, L.P ("ARCH Venture Fund XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP"), as the sole general partner of ARCH Venture Fund XII, may be deemed to beneficially own the shares held by ARCH Venture Fund XII. ARCH Venture Partners XII, LLC ("AVP XII LLC"), as the sole general partner of AVP XII LP, may be deemed to beneficially own the shares held by ARCH Venture Fund XII. AVP XII LP and AVP XII LLC disclaim beneficial ownership except to the extent of any pecuniary interest therein. As members of the investment committee of AVP XII LLC, each of Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen (the "AVP XII Committee Members") may also be deemed to share the power to direct the disposition and vote of the ARCH Venture Fund XII shares. Each AVP XII Committee Member disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
| 3. Represents shares held directly by ARCH Venture Fund XIII, L.P.("ARCH Venture Fund XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP"), as the sole general partner of ARCH Venture Fund XIII, may be deemed to beneficially own the shares held by ARCH Venture Fund XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC"), as the sole general partner of AVP XIII LP, may be deemed to beneficially own the shares held by ARCH Venture Fund XIII. AVP XIII LP and AVP XIII LLC disclaim beneficial ownership except to the extent of any pecuniary interest therein. As members of the investment committee of AVP XIII LLC, each of Paul L. Berns, Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen (the "AVP XIII Committee Members") may also be deemed to share the power to direct the disposition and vote of the ARCH Venture Fund XIII shares. Each AVP XIII Committee Member disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
| 4. (Continued from footnote 3) Each of Kristina Burow and Paul Berns has filed a separate Form 4. |
| ARCH Venture Fund XII, L.P. By: ARCH Venture Partners XII, L.P., its General Partner By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| ARCH Venture Fund XIII, L.P. By: ARCH Venture Partners XIII, L.P., its General Partner By: ARCH Venture Partners XIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| ARCH Venture Partners XIII, L.P. By: ARCH Venture Partners XIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| ARCH Venture Partners XIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact | 02/03/2025 | |
| /s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact | 02/03/2025 | |
| /s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact | 02/03/2025 | |
| /s/ Robert Nelsen, By: Mark McDonnell, attorney-in-fact | 02/03/2025 | |
| ** 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. | ||