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^*

Pinto Joshua

(Last)

(First)

(Middle)

C/O NEUMORA THERAPEUTICS, INC.

490 ARSENAL WAY, SUITE 200

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2025

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)

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)
Stock Option (Right to Buy)	$1.69	02/13/2025		A		3,000,000		⁽¹⁾	02/13/2035	Common Stock	3,000,000	$0	3,000,000	D
Stock Option (Right to Buy)	$2.51	02/13/2025		D			223,034	⁽²⁾	06/07/2031	Common Stock	223,034	⁽³⁾	0	D
Stock Option (Right to Buy)	$2.51	02/13/2025		D			270,828	⁽⁴⁾	06/07/2031	Common Stock	270,828	⁽³⁾	0	D
Stock Option (Right to Buy)	$2.51	02/13/2025		D			223,034	⁽⁵⁾	06/07/2031	Common Stock	223,034	⁽³⁾	0	D
Stock Option (Right to Buy)	$4.63	02/13/2025		D			720,084	⁽⁶⁾	01/27/2032	Common Stock	720,084	⁽³⁾	0	D
Stock Option (Right to Buy)	$6.36	02/13/2025		D			127,448	⁽⁷⁾	06/23/2033	Common Stock	127,448	⁽³⁾	0	D
Stock Option (Right to Buy)	$18.07	02/13/2025		D			170,000	⁽⁸⁾	02/14/2034	Common Stock	170,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		223,034		⁽²⁾	06/07/2031	Common Stock	223,034	⁽³⁾	223,034	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		270,828		⁽⁴⁾	06/07/2031	Common Stock	270,828	⁽³⁾	270,828	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		223,034		⁽⁵⁾	06/07/2031	Common Stock	223,034	⁽³⁾	223,034	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		720,084		⁽⁶⁾	01/27/2032	Common Stock	720,084	⁽³⁾	720,084	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		127,448		⁽⁷⁾	06/23/2033	Common Stock	127,448	⁽³⁾	127,448	D
Stock Option (Right to Buy)	$1.69⁽⁹⁾	02/13/2025		A		170,000		⁽⁸⁾	02/14/2034	Common Stock	170,000	⁽³⁾	170,000	D

Explanation of Responses:

1. 25% of the shares subject to the option vest on the first anniversary measured from February 13, 2025 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

2. 1/36th of the shares subject to the option vest on each monthly anniversary measured from June 30, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.

3. On February 13, 2025, the Board approved the repricing of the option. As further described in footnote 9, all other terms of the option remain unchanged.

4. The option is early exercisable. 1/36th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date.

5. The performance-based stock option becomes exercisable in two tranches upon the achievement of specified stock price milestones. Each tranche shall vest in 24 equal monthly installments measured from the stock price achievement date.

6. 25% of the shares subject to the option vest on the first anniversary measured from February 1, 2022 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

7. 25% of the shares subject to the option vest on the first anniversary measured from June 30, 2023 (the "Vesting Commencement Date'), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

8. 25% of the shares subject to the option vest on the first anniversary measured from February 14, 2024 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

9. Effective February 13, 2025, subject to and contingent on the approval by the Issuer's stockholders, the Board approved an option repricing with an exercise price of $1.69 per share (the "Repricing") of the outstanding stock options held by members of the Board, certain employees and other service providers, provided that if the requisite approval of the Issuer's stockholders is not obtained, the Repricing will be void and the terms of each repriced option shall continue to be subject to its original terms and conditions, including, without limitation, the per share exercise price. The Repricing is subject to the Reporting Person remaining in service to the Issuer through August 13, 2026.

	/s/ Michael Milligan, as Attorney-in-Fact for Joshua Pinto	02/18/2025
	** 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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SEC Form 4 filed by President Pinto Joshua