SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Westlake BioPartners Fund I, L.P. (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2024	3. Issuer Name and Ticker or Trading Symbol Kyverna Therapeutics, Inc. [ KYTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	967,188(1)	(1)	I	See Footnote(2)
Series A-2 Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	1,940,388(1)	(1)	I	See Footnote(2)
Series B Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	880,364(1)	(1)	I	See Footnote(2)
Series B Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	735,984(1)	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person* Westlake BioPartners Fund I, L.P. (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)

1. Name and Address of Reporting Person* Westlake BioPartners GP I, LLC (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)

1. Name and Address of Reporting Person* Westlake BioPartners Opportunity Fund I, L.P. (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)

1. Name and Address of Reporting Person* Westlake BioPartners Opportunity GP I, LLC (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)

1. Name and Address of Reporting Person* Harper Sean E (Last) (First) (Middle) C/O WESTLAKE BIOPARTNERS, LLC 3075 TOWNSGATE ROAD, SUITE 140 (Street) WESTLAKE VILLAGE CA 91361 (City) (State) (Zip)

Explanation of Responses:

1. The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock has no expiration date and is convertible into the Issuer's Common Stock on a 1-for-4.5511 basis at any time. The number of underlying shares of Common Stock reported in Column 3 reflects an automatic conversion of each outstanding share of Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock into shares of Common Stock at a ratio of 1-for-4.5511 to be effective immediately prior to the closing of the Issuer's initial public offering.

2. Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The voting and dispositive control over Westlake GP I is shared by the managing directors of Westlake GP I, Beth Seidenberg and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake I except to the extent of such person's pecuniary interest therein, if any.

3. Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The voting and dispositive control over Westlake Opportunity GP I is shared by the managing directors of Westlake Opportunity GP I, Beth Seidenberg and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of such person's pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Jennifer L. Kercher, as Attorney-in-Fact	02/07/2024
	** 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 5 (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.

Exhibit 24

 

Power of Attorney

 

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Schedule 13F, Schedule 13G, Schedule 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, federal or national agency (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further (i) authorizes and designates Jennifer L. Kercher (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted and (ii) approves and ratifies all prior Reports executed and/or filed on behalf of each such Reporting Person by the Authorized Signatory.

 

The authority of the Designated Filer and the Authorized Signatory under this Power of Attorney with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

Date: February 6, 2024

 

WESTLAKE BIOPARTNERS FUND I, L.P.			Westlake BioPartners GP I, LLC
a Delaware Limited Partnership			a Delaware Limited Liability Company
By:	Westlake BioPartners GP I, LLC a Delaware Limited Liability Company Its General Partner
			By:	/s/ Sean E. Harper
				Sean E. Harper
By:	/s/ Sean E. Harper			Managing Director
	Sean E. Harper
	Managing Director		By:	/s/ Beth C. Seidenberg
				Beth C. Seidenberg
By:	/s/ Beth C. Seidenberg			Managing Director
	Beth C. Seidenberg
	Managing Director

 

BETH C. SEIDENBERG			SEAN E. HARPER
By:	/s/ Beth C. Seidenberg		By:	/s/ Sean E. Harper
	Beth C. Seidenberg			Sean E. Harper

 

 

Power of Attorney

 

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners Opportunity GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Schedule 13F, Schedule 13G, Schedule 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, federal or national agency (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further (i) authorizes and designates Jennifer L. Kercher (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted and (ii) approves and ratifies all prior Reports executed and/or filed on behalf of each such Reporting Person by the Authorized Signatory.

 

The authority of the Designated Filer and the Authorized Signatory under this Power of Attorney with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

Date: February 6, 2024

 

WESTLAKE BIOPARTNERS OPPORTUNITY FUND I, L.P.			WESTLAKE BIOPARTNERS OPPORTUNITY GP I, LLC
a Delaware Limited Partnership			a Delaware Limited Liability Company
By:	Westlake BioPartners Opportunity GP I, LLC a Delaware Limited Liability Company Its General Partner
			By:	/s/ Sean E. Harper
				Sean E. Harper
By:	/s/ Sean E. Harper			Managing Director
	Sean E. Harper
	Managing Director		By:	/s/ Beth C. Seidenberg
				Beth C. Seidenberg
By:	/s/ Beth C. Seidenberg			Managing Director
	Beth C. Seidenberg
	Managing Director

 

BETH C. SEIDENBERG			SEAN E. HARPER
By:	/s/ Beth C. Seidenberg		By:	/s/ Sean E. Harper
	Beth C. Seidenberg			Sean E. Harper