SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zenas BioPharma, Inc. [ ZBIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/16/2024		C⁽¹⁾		1,505,388	A	⁽¹⁾	1,505,388	I	See Note 2⁽²⁾
Common Stock	09/16/2024		P		441,176	A	$17	1,946,564	I	See Note 2⁽²⁾
Common Stock	09/16/2024		C⁽¹⁾		501,796	A	⁽¹⁾	501,796	I	See Note 3⁽³⁾
Common Stock	09/16/2024		P		1,352,942	A	$17	1,854,738	I	See Note 3⁽³⁾
Common Stock	09/16/2024		C⁽¹⁾		669,061	A	⁽¹⁾	669,061	I	See Note 4⁽⁴⁾
Common Stock	09/16/2024		P		441,176	A	$17	1,110,237	I	See Note 4⁽⁴⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	09/16/2024		C			13,071,439	⁽¹⁾	⁽¹⁾	Common Stock	1,505,388	⁽¹⁾	0	I	See Note 2⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	09/16/2024		C			4,357,146	⁽¹⁾	⁽¹⁾	Common Stock	501,796	⁽¹⁾	0	I	See Note 3⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	09/16/2024		C			5,809,528	⁽¹⁾	⁽¹⁾	Common Stock	669,061	⁽¹⁾	0	I	See Note 4⁽⁴⁾

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

George Simeon

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On September 16, 2024, the shares of Series C Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. The reported securities are held directly by SR One Capital Fund II Aggregator, LP. SR One Capital Partners II, LP is the general partner of SR One Capital Fund II Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners II, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners II, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

3. The reported securities are held directly by AMZL, LP. SR One Capital SMA Partners, LP is the general partner of AMZL, LP, and SR One Capital Management, LLC is the general partner of SR One Capital SMA Partners, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital SMA Partners, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

4. The reported securities are held directly by SR One Capital Opportunities Fund I, LP. SR One Capital Opportunities Partners I, LP is the general partner of SR One Capital Opportunities Fund I, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Opportunities Partners I, LP. Simeon George, M.D. is the managing member of SR One Capital Management, LLC. Each of SR One Capital Opportunities Partners I, LP, SR One Capital Management, LLC and Dr. George may be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

	/s/ Sasha Keough, attorney-in-fact for SR One Capital Management, LLC	09/16/2024
	/s/ Sasha Keough, attorney-in-fact for Simeon George	09/16/2024
	** 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).
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Large owner Sr One Capital Management, Llc converted options into 2,676,245 shares and bought $37,999,998 worth of shares (2,235,294 units at $17.00) (SEC Form 4)