SEC Form 4 filed by Kodiak Venture Partners Iii Lp
$GRNA
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
GreenLight Biosciences Holdings, PBC [ GRNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2023 | ||||||||||||||||||||||||||
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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, par value $0.0001 per share | 07/24/2023 | J | 9,809,895(1) | D | (2) | 0 | 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 | ||||||||
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. Kodiak Venture Partners III, L.P. held 9,573,157 of these shares, and Kodiak III Entrepreneurs Fund, L.P. held 236,741 of these shares. |
| 2. Pursuant to the Contribution and Exchange Agreement dated May 29, 2023 between GreenLight Biosciences Parent, PBC ("Parent") and each of Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P., each of Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P. contributed its respective shares of common stock of the Issuer to Parent in exchange for shares of Series A-2 Preferred Stock, par value $0.0001 per share, of Parent in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated May 29, 2023, by and among Issuer, Parent and SW MergerCo, Inc. ("Merger Sub") on July 24, 2023, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent. |
| Remarks: |
| The Reporting Persons may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 of persons which, in the aggregate, beneficially owned more than 10% of the Issuer's Common Stock. The filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons was a beneficial owner of more than 10% of any class of securities of the Issuer for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. |
| Kodiak Venture Partners III, L.P. By: Kodiak Ventures Management III, L.P., its general partner By: Kodiak Ventures Management III (GP), LLC, its general partner By: /s/ David Furneaux Title: Manager | 07/27/2023 | |
| Kodiak III Entrepreneurs Fund, L.P. By: Kodiak Ventures Management III, L.P., its general partner By: Kodiak Ventures Management III (GP), LLC, its general partner By: /s/ David Furneaux Title: Manager | 07/27/2023 | |
| ** 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. | ||