Sec Form 4 Filing - Leonsis Theodore @ Tempus AI, Inc. - 2024-06-13

FORM 4 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

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1. Name and Address of Reporting Person Leonsis Theodore 2. Issuer Name and Ticker or Trading Symbol Tempus AI, Inc. [ TEM] 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 TEMPUS AI, INC., 600 WEST CHICAGO AVENUE, SUITE 510 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2024 (Street) CHICAGO, IL60654 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 06/13/2024 A 13,514 ( 1 ) A $ 0 13,514 D Class A Common Stock 06/17/2024 C 3,263,060 A 3,263,060 I By Revolution Growth III, LP ( 3 ) Class A Common Stock 06/17/2024 A( 4 ) 397,888 A 3,660,948 I By Revolution Growth III, LP ( 3 )

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 C Preferred Stock ( 2 ) 06/17/2024 C 1,397,057 ( 2 ) ( 2 ) Class A Common Stock 1,397,057 $ 0 0 I By Revolution Growth III, LP ( 3 ) Series D Preferred Stock ( 2 ) 06/17/2024 C 1,066,791 ( 2 ) ( 2 ) Class A Common Stock 1,066,791 $ 0 0 I By Revolution Growth III, LP ( 3 ) Series E Preferred Stock ( 2 ) 06/17/2024 C 597,271 ( 2 ) ( 2 ) Class A Common Stock 597,271 $ 0 0 I Revolution Growth III, LP ( 3 ) Series F Preferred Stock ( 2 ) 06/17/2024 C 201,941 ( 2 ) ( 2 ) Class A Common Stock 201,941 $ 0 0 I By Revolution Growth III, LP ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leonsis Theodore C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO, IL60654 X Signatures /s/ Erik Phelps, Attorney-in-Fact 06/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock unit ("RSU") award. The RSUs vest in 20 substantially equal quarterly installments commencing on September 13, 2024. ( 2 )Each share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering. ( 3 )The Reporting Person is a member of the investment committee of the ultimate general partner of Revolution Growth III, LP ("RG III") and may be deemed to share dispositive power over the shares held by RG III. ( 4 )On June 17, 2024, in connection with the conversion of preferred stock upon the closing of the Issuer's initial public offering, Issuer paid accrued and unpaid dividends on such shares of preferred stock in shares of Class A Common Stock. The issuance of shares qualifies for the exemption from Section 16 of the Securities Exchange Act pursuant to Rules 16b-3 and 16a-9.

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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