Sec Form 3 Filing - Nashat Amir @ Camp4 Therapeutics Corp - 2024-10-10

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Nashat Amir
2. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O POLARIS PARTNERS, ONE MARINA PARK DRIVE, 8TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2024
(Street)
BOSTON, MA02210
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
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 Prime Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,250,061 I See Footnote ( 2 )
Series A Prime Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 87,448 I See Footnote ( 3 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 353,718 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 24,745 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nashat Amir
C/O POLARIS PARTNERS
ONE MARINA PARK DRIVE, 8TH FL.
BOSTON, MA02210
X X
Signatures
By: /s/ Thomas Danielski, as Attorney-in-Fact 10/10/2024
Signature of Reporting Person Date
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

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