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^*

Kjellson Nina S

(Last)

(First)

(Middle)

C/O TYRA BIOSCIENCES, INC.

2656 STATE STREET

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024

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	10/30/2024		S		9,889	D	$16.169⁽¹⁾	3,926,706	I	By Canaan XI L.P.⁽²⁾
Common Stock	10/30/2024		S		1,189	D	$16.169⁽¹⁾	472,207	I	By 2020+ Co-Investment L.P. - Series 7⁽³⁾
Common Stock	10/31/2024		S		89,390	D	$16.4596⁽⁴⁾	3,837,316	I	By Canaan XI L.P.⁽²⁾
Common Stock	10/31/2024		S		10,750	D	$16.4596⁽⁴⁾	461,457	I	By 2020+ Co-Investment L.P. - Series 7⁽³⁾
Common Stock	11/01/2024		S		23,938	D	$16.5444⁽⁵⁾	3,813,378	I	By Canaan XI L.P.⁽²⁾
Commmon Stock	11/01/2024		S		604	D	$17.1594⁽⁶⁾	3,812,774	I	By Canaan XI L.P.⁽²⁾
Common Stock	11/01/2024		S		2,878	D	$16.5444⁽⁵⁾	458,579	I	By 2020+ Co-Investment L.P. - Series 7⁽³⁾
Common Stock	11/01/2024		S		73	D	$17.1594⁽⁶⁾	458,506	I	By 2020+ Co-Investment L.P. - Series 7⁽³⁾

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)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.66. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

2. The sole general partner of Canaan XI L.P. ("Canaan XI") is Canaan Partners XI LLC ("Canaan XI GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan XI. Canaan XI GP disclaims Section 16 beneficial ownership of the securities held by Canaan XI, except to the extent of its pecuniary interest therein, if any.

3. The sole general partner of Canaan 2020+ Co-Investment L.P. - Series 7 (the "Canaan Series 7") is Canaan Partners 2020+ Co-Investment LLC ("Canaan 2020+ GP"), which may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan Series 7. Canaan 2020+ GP disclaims Section 16 beneficial ownership of the securities held by Canaan Series 7, except to the extent of its pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.00 to $16.85. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.10 to $17.08. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.13 to $17.23. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

Remarks:

Exhibit 24.2 Power of Attorney

	/s/ Janine MacDonald, Attorney-in-Fact for Nina S. Kjellson	11/01/2024
	** 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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