President Spetzler David Baxley returned $13,029,467 worth of shares to the company (700,509 units at $18.60), was granted 132,428 shares, exercised 75,000 shares at a strike of $2.44 and covered exercise/tax liability with 34,782 shares, decreasing direct ownership by 50% to 523,886 units (SEC Form 4)
$CAI
Medical Specialities
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
Caris Life Sciences, Inc. [ CAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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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 | 03/03/2025 | D | 700,509 | D | $18.6(1) | 351,240(2) | D | |||
| Common Stock | 06/18/2025 | A | 132,428(3) | A | $0 | 483,668 | D | |||
| Common Stock | 06/20/2025 | M | 75,000 | A | $2.44 | 558,668 | D | |||
| Common Stock | 06/20/2025 | F | 34,782 | D | $27.25 | 523,886 | 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 | ||||||||
| Stock Option | $18.6 | 03/03/2025 | A | 750,000 | (4) | 03/03/2035 | Common Stock | 750,000 | $0 | 750,000 | D | ||||
| Stock Option | $2.44 | 06/20/2025 | M | 75,000 | (5) | 06/23/2025 | Common Stock | 75,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of Common Stock surrendered to the Issuer as repayment for an outstanding promissory note. |
| 2. Includes 151,750 shares of Common Stock underlying restricted stock units which vest in accordance with the applicable grant agreements, which securities were previously reported on the Reporting Person's Form 3. All the securities reported in this Form 4 reflect a one-for-four reverse stock split effected as of June 1, 2025. |
| 3. Represents an award of restricted stock units which vest in accordance with the applicable grant agreement. |
| 4. The stock option vested 60% at grant and will vest 20% on August 11, 2025 and 20% on August 11, 2026. These securities were previously reported on the Reporting Person's Form 3. |
| 5. The stock option is fully vested and exercisable. |
| /s/ J. Russel Denton, Attorney-in-Fact | 06/23/2025 | |
| ** 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. | ||