Sec Form 4/A Filing - MOULDER LEON O JR @ Zenas BioPharma, Inc. - 2024-09-12

FORM 4/A 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 MOULDER LEON O JR 2. Issuer Name and Ticker or Trading Symbol Zenas BioPharma, Inc. [ ZBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ZENAS BIOPHARMA, INC., 1000 WINTER STREET, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2024 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 09/16/2024 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 Common Stock 09/16/2024 C( 1 ) 164,523 A 1,280,022 ( 2 ) I See Footnote ( 3 ) Common Stock 09/16/2024 C( 4 ) 108,381 A 112,901 ( 2 ) D Common Stock 09/16/2024 C( 5 ) 372,017 A 1,652,039 ( 2 ) I See Footnote ( 3 ) Common Stock 09/16/2024 C( 5 ) 48,254 A 161,155 ( 2 ) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series Seed Convertible Preferred Stock ( 1 ) 09/16/2024 C 1,428,571 ( 1 ) ( 1 ) Common Stock 164,523 ( 1 ) 0 I See Footnote ( 3 ) Series A Convertible Preferred Stock ( 3 ) 09/16/2024 C 941,088 ( 4 ) ( 4 ) Common Stock 108,381 ( 4 ) 0 D Series B Convertible Preferred Stock ( 4 ) 09/16/2024 C 3,230,268 ( 5 ) ( 5 ) Common Stock 372,017 ( 5 ) 0 I See Footnote ( 3 ) Series B Convertible Preferred Stock ( 4 ) 09/16/2024 C 418,996 ( 5 ) ( 5 ) Common Stock 48,254 ( 5 ) 0 D Stock Option (Right to Buy) $ 17 09/12/2024 A 1,486,000 ( 6 ) 09/11/2034 Common Stock 1,486,000 $ 0 1,486,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOULDER LEON O JR C/O ZENAS BIOPHARMA, INC. 1000 WINTER STREET, SUITE 1200 WALTHAM, MA02451 X Chief Executive Officer Signatures By: /s/ Chase Jayasekera, Attorney-in-Fact 09/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 16, 2024, the shares of Series Seed Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. ( 2 )This amendment is being filed solely to correct the previously reported "Amount of Securities Beneficially Owned Following Reported Transactions." This amended Form 4 does not report any new transactions or otherwise modify the transaction details that were previously reported. ( 3 )Leon O. Moulder, Jr. is the Managing Member of Tellus BioVentures LLC ("Tellus") and may be deemed to have sole voting and dispositive power over the shares held by Tellus. Mr. Moulder is the Issuer's chief executive officer and Chairman of its board of directors. Mr. Moulder disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 4 )On September 16, 2024, the shares of Series A Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. ( 5 )On September 16, 2024, the shares of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 8.6831-for-1 basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. ( 6 )The option vests as to 25% of the underlying shares of common stock on September 12, 2025, the first anniversary of the vesting commencement date, and as to the remaining shares, in equal month installments over 36 months thereafter, subject to continued service.

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).

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