Sec Form 3 Filing - Phillips Joshua @ SERA PROGNOSTICS, INC. - 2021-07-14

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Phillips Joshua 2. Issuer Name and Ticker or Trading Symbol SERA PROGNOSTICS, INC. [ SERA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SERA PROGNOSTICS, INC., 2749 EAST PARLEYS WAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2021 (Street) SALT LAKE CITY,, UT84109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 37,549 I Held by Catalyst Health Ventures, L.P. ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A-1 Preferred Stock $ 6.07 ( 4 ) ( 2 ) ( 3 ) Class A Common Stock 41,182 I Held by Catalyst Health Ventures, L.P. ( 1 ) Series A-2 Preferred Stock $ 5.2 ( 5 ) ( 2 ) ( 3 ) Class A Common Stock 231,678 I Held by Catalyst Health Ventures, L.P. ( 1 ) Series B-1 Preferred Stock $ 5.2 ( 6 ) ( 2 ) ( 3 ) Class A Common Stock 19,240 I Held by Catalyst Health Ventures, L.P. ( 1 ) Series B-2 Preferred Stock $ 8.32 ( 7 ) ( 2 ) ( 3 ) Class A Common Stock 34,030 I Held by Catalyst Health Ventures, L.P. ( 1 ) Series D Preferred Stock $ 9.02 ( 8 ) ( 2 ) ( 3 ) Class A Common Stock 24,942 I Held by Catalyst Health Ventures, L.P. ( 1 ) Series A-2 Preferred Stock $ 5.2 ( 5 ) ( 2 ) ( 3 ) Class A Common Stock 166,098 I Held by Catalyst Health Ventures (PF), L.P. ( 1 ) Series B-1 Preferred Stock $ 5.2 ( 6 ) ( 2 ) ( 3 ) Class A Common Stock 41,193 I Held by CHV Investments, LLC ( 1 ) Series B-2 Preferred Stock $ 8.32 ( 7 ) ( 2 ) ( 3 ) Class A Common Stock 85,577 I Held by CHV Investments, LLC ( 1 ) Series C-1 Preferred Stock $ 12.37 ( 9 ) ( 2 ) ( 3 ) Class A Common Stock 47,857 I Held by CHV Investments, LLC ( 1 ) Series D Preferred Stock $ 9.02 ( 8 ) ( 2 ) ( 3 ) Class A Common Stock 39,116 I Held by CHV Investments, LLC ( 1 ) Series E Preferred Stock $ 12.45 ( 10 ) ( 2 ) ( 3 ) Class A Common Stock 160,601 I Held by CHV Investments, LLC ( 1 ) Series C-1 Preferred Stock $ 12.37 ( 9 ) ( 2 ) ( 3 ) Class A Common Stock 32,335 I Held by Catalyst Health Ventures Follow-on Fund, L.P. ( 1 ) Series D Preferred Stock < span class="form4-data">$ 9.02 ( 8 ) ( 2 ) ( 3 ) Class A Common Stock 3,713 I Held by Catalyst Health Ventures Follow-on Fund, L.P. ( 1 ) Warrants (Right to Buy) $ 9.02 ( 11 ) 07/31/2029 Class A Common Stock 9,779 I Held by CHV Investments, LLC ( 4 ) Warrants (Right to Buy) $ 10.83 ( 11 ) 07/31/2029 Class A Common Stock 9,779 I Held by CHV Investments, LLC ( 1 ) Warrants (Right to Buy) $ 9.02 ( 11 ) 07/31/2029 Class A Common Stock 6,235 I Held by Catalyst Health Ventures, L.P. ( 1 ) Warrants (Right to Buy) $ 10.83 ( 11 ) 07/31/2029 Class A Common Stock 6,235 I Held by Catalyst Health Ventures, L.P. ( 1 ) Warrants (Right to Buy) $ 9.02 ( 11 ) 07/31/2029 Class A Common Stock 928 I Held by Catalyst Health Ventures Follow-on Fund, L.P. ( 1 ) Warrants (Right to Buy) $ 10.83 ( 11 ) 07/31/2029 Class A Common Stock 928 I Held by Catalyst Health Ventures Follow-on Fund, L.P. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Joshua C/O SERA PROGNOSTICS, INC. 2749 EAST PARLEYS WAY, SUITE 200 SALT LAKE CITY,, UT84109 X Signatures /s/ Nishanti Dharia, Attorney-in-fact 07/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )CHV GP LLC is the general partner of Catalyst Health Ventures, L.P. ("CHV LP") and Catalyst Health Ventures (PF), L.P. ("CHV PF"). CHV III GP LLC is the general partner of CHV Investments LLC ("CHV Investments") and Catalyst Health Ventures Follow-on Fund, L.P. ("CHV FO", together with CHV LP, CHV PF and CHV Investments, the "CHV Funds"). Joshua Phillips, a member of the Issuer's board of directors, is a managing ember of CHV GP LLC and CHV III GP LLC, and a limited partner of CHV PF, CHV Investments, CHV GP LLC, and CHV III GP LLC. The securities held by the CHV Funds may be deemed to be beneficially owned by Joshua Phillips. Joshua Phillips disclaims beneficial ownership of these securities except to the extent of his pecuniary benefit therein. ( 2 )The shares of preferred stock will automatically convert into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering. ( 3 )Not applicable ( 4 )The Issuer's Series A-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $6.07 per share. The Series A-1 Preferred Stock has no expiration date. ( 5 )The Issuer's Series A-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series A-2 Preferred Stock has no expiration date. ( 6 )The Issuer's Series B-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series B-1 Preferred Stock has no expiration date. ( 7 )The Issuer's Series B-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $8.32 per share. The Series B-2 Preferred Stock has no expiration date. ( 8 )The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date. ( 9 )The Issuer's Series C-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.37 per share. The Series C-1 Preferred Stock has no expiration date. ( 10 )The Issuer's Series E Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.45 per share. The Series E Preferred Stock has no expiration date. ( 11 )Immediately exercisable.

Remarks: Exhibits 24.1 - Power of Attorney

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.