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).

1. Name and Address of Reporting Person^*

Northpond Ventures GP, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DICE Therapeutics, Inc. [ DICE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2023

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

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

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	06/22/2023		S		1,969,368	D	$46.5⁽¹⁾	633,707	I	By: Northpond Ventures, LP⁽²⁾
Common Stock	06/22/2023		S		523,503	D	$46.5⁽¹⁾	166,293	I	By: Northpond Ventures II, LP⁽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)

1. Name and Address of Reporting Person^*

Northpond Ventures GP, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures, LP

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures GP II, LLC

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 850

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northpond Ventures II, LP

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Rubin Michael P.

(Last)

(First)

(Middle)

7500 OLD GEORGETOWN ROAD, SUITE 800

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $46.44 to $46.63, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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. Northpond Ventures GP, LLC ("Northpond GP LLC") is the general partner of Northpond Ventures, LP ("Northpond Fund"), and Michael P. Rubin is the managing member of Northpond GP LLC. As a result, each of Northpond GP LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund. Each of Northpond GP LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

3. Northpond Ventures GP II, LLC ("Northpond GP II LLC") is the general partner of Northpond Ventures II, LP ("Northpond Fund II"), and Michael P. Rubin is the managing member of Northpond GP II LLC. As a result, each of Northpond GP II LLC and Mr. Rubin may be deemed to share beneficial ownership with respect to the shares held of record by Northpond Fund II. Each of Northpond GP II LLC and Mr. Rubin disclaim beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

	Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer	06/23/2023
	Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer	06/23/2023
	Northpond Ventures GP II, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer	06/23/2023
	Northpond Ventures II, LP, By: Northpond Ventures GP II, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer	06/23/2023
	/s/ Michael P. Rubin	06/23/2023
	** 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.

SEC Form 4 filed by Northpond Ventures Gp, Llc