| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DA32 Life Science Tech Acquisition Corp. [ DALS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Class B Common Stock, par value $0.0001 per share | (1) | 08/05/2021 | J(2) | 701,250 | (1) | (1) | Class A Common Stock | 701,250(2) | $0.00 | 4,465,000 | I | Through DA32 Sponsor LLC(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-257679) (the "Registration Statement") and have no expiration date. |
| 2. On August 5, 2021, DA32 Sponsor LLC ("Sponsor") forfeited 701,250 shares of Class B Common Stock to the Issuer for no consideration in connection with the underwriters' election to forfeit their overallotment option on August 4, 2021. The forfeiture was not within the Reporting Persons' control as it occurred exclusively due to the underwriters' decision not to exercise the overallotment option and occurred shortly after the Issuer filed the final statutory prospectus for the initial public offering (the "IPO") disclosing all material information about the Issuer and the IPO. |
| 3. This Form 4 is filed jointly by ARCH Venture Fund XI, L.P. ("AVF"), ARCH Venture Partners XI, L.P. ("AVP LP"), ARCH Venture Partners XI, LLC ("AVP LLC"), Kristina Burow, Robert Nelsen and Steven Gillis (collectively, the "Reporting Persons"). Keith Crandell has direct ownership of the Issuer's Class B Common Stock, as well as indirect pecuniary ownership of the Issuer's Class A Common Stock and Class B Common Stock and is filing his own Form 4 separately. Burow, Crandell, Nelsen and Gillis comprise the investment committee of AVP LLC (the AVP X Committee Members). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein. |
| 4. As a managing member of Sponsor, AVF may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVF, AVP LP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVP LP, AVP LLC may be deemed to beneficially own securities owned directly by Sponsor. As the members of the investment committee, each of the AVP X Committee Members may be deemed to beneficially own securities owned directly by Sponsor. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein. |
| Remarks: |
| See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Henrikki Harsu, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1, 24.2, 24.3, 24.4, 24.5 and 24.6 to a Form 3 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on July 27, 2021 by ARCH Venture Fund XI, L.P., ARCH Venture Partners XI, L.P., ARCH Venture Partners XI, LLC, Kristina Burow, Robert Nelsen and Steven Gillis. |
| /s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Fund XI, L.P. | 08/09/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, L.P. | 08/09/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for ARCH Venture Partners XI, LLC | 08/09/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for Robert Nelsen | 08/09/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for Kristina Burow | 08/09/2021 | |
| /s/ Henrikki Harsu, Attorney-in-Fact for Steven Gillis | 08/09/2021 | |
| ** 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. | ||