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^*

MOULDER LEON O JR

(Last)

(First)

(Middle)

C/O ZENAS BIOPHARMA, INC.

1000 WINTER STREET, SUITE 1200

(Street)

WALTHAM

02451

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2024

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

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

X	Form filed by One Reporting Person
	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⁾		164,523	A	⁽¹⁾	164,523	I	See Footnote⁽²⁾
Common Stock	09/16/2024		C⁽³⁾		108,381	A	⁽³⁾	108,381	D
Common Stock	09/16/2024		C⁽⁴⁾		372,017	A	⁽⁴⁾	536,540	I	See Footnote⁽²⁾
Common Stock	09/16/2024		C⁽⁴⁾		48,254	A	⁽⁴⁾	156,635	D

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 Seed Convertible Preferred Stock	⁽¹⁾	09/16/2024		C			1,428,571	⁽¹⁾	⁽¹⁾	Common Stock	164,523	⁽¹⁾	0	I	See Footnote⁽²⁾
Series A Convertible Preferred Stock	⁽³⁾	09/16/2024		C			941,088	⁽³⁾	⁽³⁾	Common Stock	108,381	⁽³⁾	0	D
Series B Convertible Preferred Stock	⁽⁴⁾	09/16/2024		C			3,230,268	⁽⁴⁾	⁽⁴⁾	Common Stock	372,017	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾	09/16/2024		C			418,996	⁽⁴⁾	⁽⁴⁾	Common Stock	48,254	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$17	09/12/2024		A		1,486,000		⁽⁵⁾	09/11/2034	Common Stock	1,486,000	$0	1,486,000	D

Explanation of Responses:

1. On September 16, 2024, the shares of Series Seed 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. Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. On September 16, 2024, the shares of Series A 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.

4. On September 16, 2024, the shares of Series B 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.

5. The option vests as to 25% of the underlying shares of common stock on September 12, 2025, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

	By: /s/ Chase Jayasekera, Attorney-in-Fact	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).
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Chief Executive Officer Moulder Leon O Jr converted options into 693,175 shares (SEC Form 4)