Sec Form 5 Filing - Sidhu Someit @ Zura Bio Ltd - 2024-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
Sidhu Someit
2. Issuer Name and Ticker or Trading Symbol
Zura Bio Ltd [ ZURA]
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)
4001 KENNETT PIKE, SUITE 302
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2024
(Street)
WILMINGTON, DE19807
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 Ordinary Shares 09/22/2023 J( 1 ) 200,484 D 2,807,389 D
Class A Ordinary Shares 09/28/2023 J( 2 ) 761,370 D 242,055 I By JATT Ventures, L.P. ( 3 )
Class A Ordinary Shares 11/21/2023 J( 4 ) 351,000 D 242,055 I By JATT Ventures, L.P. ( 3 )
Class A Ordinary Shares 08/24/2024 A( 5 ) 835,110 A 242,055 I By JATT Ventures, L.P. ( 3 )
Class A Ordinary Shares 08/24/2024 A( 5 ) 721,971 A 2,807,389 D
Class A Ordinary Shares 09/04/2024 J( 4 ) 593,055 D 242,055 I By JATT Ventures, L.P. ( 3 )
Class A Ordinary Shares 1,186,901 I By Pegasus LLC ( 6 )
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
Warrants $ 11.5 03/20/2023 J( 7 ) 4,133,466 04/19/2023 03/20/2028 Class A Ordinary Shares 4,133,466 ( 7 ) 0 I By JATT Ventures, L.P. ( 3 )
Warrants $ 11.5 06/23/2023 J( 7 ) 8,216 04/19/2023 03/20/2028 Class A Ordinary Shares 8,216 ( 7 ) 0 I By JATT Ventures, L.P. ( 3 )
Warrants $ 11.5 09/28/2023 J( 7 ) 1,464,617 04/19/2023 03/20/2028 Class A Ordinary Shares 1,464,617 ( 7 ) 0 I By JATT Ventures, L.P. ( 3 )
Warrants $ 11.5 09/28/2023 J( 8 ) 656,573 04/19/2023 03/20/2028 Class A Ordinary Shares 656,573 ( 8 ) 0 D
Warrants $ 11.5 10/30/2023 P 2,480,000 04/19/2023 03/20/2028 Class A Ordinary Shares 2,480,000 $ 0.25 ( 9 ) 0 I By JATT Ventures, L.P. ( 3 )
Warrants $ 11.5 08/23/2024 D( 5 ) 2,783,701 04/19/2023 03/20/2028 Class A Ordinary Shares 2,783,701 ( 5 ) ( 5 ) 0 I By JATT Ventures, L.P. ( 3 )
Warrants $ 11.5 08/23/2024 D( 5 ) 2,406,573 04/19/2023 03/20/2028 Class A Ordinary Shares 2,406,573 ( 5 ) ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sidhu Someit
4001 KENNETT PIKE, SUITE 302
WILMINGTON, DE19807
X
Signatures
/s/ Someit Sidhu 02/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were distributed by the Reporting Person to JATT Ventures, L.P. ("JATT") directors for no additional consideration.
( 2 )JATT distributed Class A ordinary shares to its members with no consideration being paid in connection therewith.
( 3 )These securities are owned by JATT. The Reporting Person is the sole director of the sole general partner of JATT and, as such, has voting and investment discretion with respect to the ordinary shares held by JATT. The Reporting Person may be deemed to have shared beneficial ownership of the ordinary shares held directly by JATT.
( 4 )JATT transferred Class A ordinary shares to Willow Gate, LLC for no additional consideration.
( 5 )The reported warrants were exchanged for Class A Ordinary Shares ("Ordinary Shares") pursuant to an exchange offer from the Issuer. Each warrant holder whose warrants were exchanged pursuant to the exchange offer received 0.30 Ordinary Shares for each warrant tendered by such holder and exchanged. No fractional Ordinary Shares were issued pursuant to the exchange offer, with fractional shares paid in cash (without interest). The foregoing description of the exchange offer does not purport to be complete and is subject to, and qualified in its entirety by, the S-4 of the Issuer filed on July 12, 2024, as amended, which is incorporated herein by reference.
( 6 )These shares are beneficially owned by Pegasus LLC. The Reporting Person is the sole member and beneficial owner of the limited liability company interests of Pegasus LLC.
( 7 )JATT distributed private placement warrants to its members with no consideration being paid in connection therewith.
( 8 )The warrants were distributed by JATT to the Reporting Person for no additional consideration.
( 9 )The warrants were purchased by way of a private transaction.

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