Sec Form 3 Filing - Mazumdar-Shaw Kiran @ Bicara Therapeutics Inc. - 2024-09-12

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
Mazumdar-Shaw Kiran
2. Issuer Name and Ticker or Trading Symbol
Bicara Therapeutics Inc. [ BCAX]
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)
BICARA THERAPEUTICS INC., 116 HUNTINGTON AVENUE, SUITE 703
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2024
(Street)
BOSTON, MA02116
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
Common Stock 16,669 D
Common Stock 115,757 I By Biocon Limited ( 1 )
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 Redeemable Convertible Preferred Stock ( 2 ) < /span> ( 2 ) ( 2 ) Common Stock 4,327,365 I By Biocon Limited ( 1 )
Series Seed Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,080,775 I By Biocon Pharma Inc. ( 3 )
Series Seed Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 324,552 I By Glentech International ( 4 )
Series Seed Redeemable Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 432,736 I By Carica Investments ( 5 )
Stock Option (Right to Buy) $ 4.1 ( 6 ) 11/19/2031 Common Stock 8,334 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mazumdar-Shaw Kiran
BICARA THERAPEUTICS INC.
116 HUNTINGTON AVENUE, SUITE 703
BOSTON, MA02116
X X
Signatures
/s/ Lara Meisner, Attorney-in-Fact 09/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by Biocon Limited ("Biocon Ltd"). The Reporting Person is the managing member of Biocon Ltd and disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 2 )Each share of Series Seed Redeemable Convertible Preferred Stock (the "Preferred Stock") is convertible into Common Stock on a 9.2435-to-one basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.
( 3 )Shares held by Biocon Pharma Inc. ("Biocon Pharma"). The Reporting Person is the managing member of Biocon Pharma and disclaims and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4 )Shares held by Glentech International ("Glentech"). The Reporting Person is the managing member of Glentech and disclaims beneficial ownership of such shares for purposes of Section 16 of Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 5 )Shares held by Carica Investments ("Carica"). The Reporting Person is the managing partner of Carica and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 6 )The shares underlying this option vest in sixteen equal quarterly installments following September 22, 2023, subject to the Reporting Person's continued service on each such vesting date.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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