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* Nashat Amir (Last) (First) (Middle) C/O POLARIS PARTNERS ONE MARINA PARK DRIVE, 8TH FL. (Street) BOSTON MA 02210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/10/2024	3. Issuer Name and Ticker or Trading Symbol Camp4 Therapeutics Corp [ CAMP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 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 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 Prime Preferred Stock	(1)	(1)	Common Stock	1,250,061	(1)	I	See Footnote(2)
Series A Prime Preferred Stock	(1)	(1)	Common Stock	87,448	(1)	I	See Footnote(3)
Series B Preferred Stock	(1)	(1)	Common Stock	353,718	(1)	I	See Footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	24,745	(1)	I	See Footnote(3)

Explanation of Responses:

1. Each share of Series A Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") on a 11.2158-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will automatically convert into shares of Common Stock of the Issuer. The Preferred Stock has no expiration date.

2. The reported securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, the Reporting Person, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "Managing Members") are the managing members of PMC VII. Each of PMC VII and the Managing Members, including the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII. Each of PMC VII and the Managing Members, including the Reporting Person, disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the Managing Members, including the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the Managing Members, including the Reporting Person, disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the Managing Members, including the Reporting Person, or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Thomas Danielski, as Attorney-in-Fact	10/10/2024
	** 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).
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Exhibit 24 

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Josh Mandel-Brehm, Kelly Gold and Thomas Danielski, and each of them singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CAMP4 Therapeutics Corporation (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of August 2024. 

 

	/s/ Amir Nashat
	Amir Nashat

 

[Signature Page to Power of Attorney]