Sec Form 4 Filing - LEFKOFSKY ERIC P @ Tempus AI, Inc.

Insider filing report for Changes in Beneficial Ownership

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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

LEFKOFSKY ERIC P

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	X __ 10% Owner
X __ Officer (give title below)	_____ Other (specify below)
CEO and Chairman

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC., 600 WEST CHICAGO AVENUE, SUITE 510

3. Date of Earliest Transaction (MM/DD/YY)
06/17/2024

(Street)

CHICAGO, IL60654

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/17/2024		C		2,133,583	A		2,133,583	I	By Tempus Series D Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		12,409	A	$ 0	2,145,992	I	By Tempus Series D Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 4 )}		2,145,992	D	$ 0	0	I	By Tempus Series D Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 4 )}		1,534,384	A	$ 0	27,408,669	I	By Blue Media, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		C		406,090	A		3,884,839	I	By Innovation Group Investors, L.P. - 2011 Series ^{( 5 )}
Class A Common Stock	06/17/2024		C		248,512	A		248,512	I	By Tempus Series E Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		45,396	A	$ 0	293,908	I	By Tempus Series E Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 6 )}		293,908	D	$ 0	0	I	By Tempus Series E Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		C		321,008	A		321,008	I	By Tempus Series G Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		39,105	A	$ 0	360,113	I	By Tempus Series G Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 7 )}		360,113	D	$ 0	0	I	By Tempus Series G Investments, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 7 )}		19,792	A	$ 0	27,428,461	I	By Blue Media, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		J^{( 7 )}		332,131	A	$ 0	332,131	I	By Lefkofsky Family Foundation ^{( 2 )}
Class A Common Stock	06/17/2024		C		99,255	A		3,984,094	I	By Innovation Group Investors, L.P. - 2011 Series ^{( 2 )}
Class A Common Stock	06/17/2024		C		180,329	A		27,608,790	I	By Blue Media, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		206	A	$ 0	206	I	By Black Media, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		10,768	A	$ 0	27,619,558	I	By Blue Media, LLC ^{( 2 )}
Class A Common Stock	06/17/2024		A^{( 3 )}		76,453	A	$ 0	4,060,547	I	By Innovation Group Investors, L.P. - 2011 Series ^{( 5 )}
Class A Common Stock								6,978,852	D

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	^{( 1 )}	06/17/2024		C			2,133,583	^{( 1 )}	^{( 1 )}	Class A Common Stock	2,133,583	$ 0	0	I	By Tempus Series D Investments, LLC ^{( 2 )}
Series D Preferred Stock	^{( 1 )}	06/17/2024		C			406,090	^{( 1 )}	^{( 1 )}	Class A Common Stock	406,090	$ 0	0	I	By Innovation Group Investors, L.P. - 2011 Series ^{( 5 )}
Series E Preferred Stock	^{( 1 )}	06/17/2024		C			248,512	^{( 1 )}	^{( 1 )}	Class A Common Stock	248,512	$ 0	0	I	By Tempus Series E Investments, LLC ^{( 2 )}
Series G Preferred Stock	^{( 1 )}	06/17/2024		C			321,008	^{( 1 )}	^{( 1 )}	Class A Common Stock	321,008	$ 0	0	I	By Tempus Series G Investments, LLC ^{( 2 )}
Series G Preferred Stock	^{( 1 )}	06/17/2024		C			99,255	^{( 1 )}	^{( 1 )}	Class A Common Stock	99,255	$ 0	0	I	By Innovation Group Investors, L.P. - 2011 Series ^{( 5 )}
Series G-3 Preferred Stock	^{( 1 )}	06/17/2024		C			98,964	^{( 1 )}	^{( 1 )}	Class A Common Stock	180,329	$ 0	0	I	By Blue Media, LLC ^{( 2 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEFKOFSKY ERIC P C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO, IL60654	X	X	CEO and Chairman
Blue Media, LLC C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO, IL60654		X

**Signatures**
/s/ Erik Phelps, Attorney-in-Fact		06/20/2024
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Each share of Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock and Series G-3 Preferred Stock was convertible at any time, at the holder's election, into Class A Common Stock and had no expiration date. These shares automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering on a one-for-one basis, other than the Series G-3 Preferred Stock, each share of which converted into appoximately 1.82 shares of Class A Common Stock.
( 2 )The Reporting Person is the sole manager of each of Blue Media, LLC, Black Media, LLC, Tempus Series D Investments, LLC, Tempus Series E Investments, LLC and Tempus Series G Investments, LLC and trustee of Lefkofsky Family Foundation.
( 3 )On June 17, 2024, in connection with the conversion of preferred stock upon the closing of the Issuer's initial public offering, the Issuer paid accrued and unpaid dividends on such shares of preferred stock in shares of Class A Common Stock. The issuance of shares qualifiesfor the exemption from Section 16 of the Securities Exchange Act pursuant to Rules 16b-3 and 16a-9.
( 4 )Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series D Investments, LLC to its members, one of which is Blue Media, LLC, without additional consideration.
( 5 )The Reporting Person is the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B.
( 6 )Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series E Investments, LLC to its members without additional consideration.
( 7 )Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series G Investments, LLC to its members, including Blue Media, LLC and Lefkofsky Family Foundation, without additional consideration.

Remarks:
Due to the 30 line limitation in Table I, this report is being filed across two forms. This is the second of two filings.

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.
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Sec Form 4 Filing - LEFKOFSKY ERIC P @ Tempus AI, Inc. - 2024-06-17