SEC Filing • CAMP4 Therapeutics

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SEC FORM 3 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^*

5AM Partners VI, LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Prime Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,337,592	⁽¹⁾	I	By 5AM Ventures VI, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	378,463	⁽¹⁾	I	By 5AM Ventures VI, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	302,770	⁽¹⁾	I	By 5AM Opportunities II, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

5AM Partners VI, LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Ventures VI, L.P.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities II (GP), LLC

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities II, L.P.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PARMAR KUSH

(Last)

(First)

(Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

4 EMBARCADERO CENTER, SUITE 3110

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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 convert into shares of Common Stock of the Issuer. The Preferred Stock has no expiration date.

2. The shares are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

3. The shares are directly held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the sole general partner of Opportunities II. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP and Dr. Parmar disclaims beneficial ownership of such shares, except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports.

	5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member	10/10/2024
	5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member	10/10/2024
	5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member	10/10/2024
	5AM Opportunities II, L.P., By: 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member	10/10/2024
	/s/ Kush Parmar	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).
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