FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 05/04/2023 |
3. Issuer Name and Ticker or Trading Symbol
ACELYRIN, Inc. [ SLRN ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Redeemable Convertible Preferred Stock | (1) | (1) | Class A Common Stock, par value $0.00001 per share(2) | 5,625,306 | (1) | I | See footnotes(3)(4) |
Series C Redeemable Convertible Preferred Stock | (1) | (1) | Class A Common Stock, par value $0.00001 per share(2) | 3,709,429 | (1) | I | See footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Each share of preferred stock is convertible into one share of Class A Common Stock or, subject to and in accordance with certain provisions set forth in the Issuer's certificate of incorporation, Class B Common Stock, and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering of Common Stock ("the "IPO"), all shares of preferred stock will automatically convert into shares of Common Stock. |
2. Each share of Class A Common Stock shall be reclassified into one share of Common Stock immediately prior to the completion of the IPO. |
3. The securities reported herein are held by AyurMaya Capital Management Fund, LP (the "AyurMaya Fund"). AyurMaya Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the AyurMaya Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager. |
4. The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. |
Remarks: |
The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Alan Colowick, Senior Managing Director of the Investment Manager, currently serves on the board of directors of the Issuer. |
AyurMaya Capital Management Company, LP, By AyurMaya Capital Management Company GP, LLC, Its General Partner, By: /s/ David E. Goel, Managing Member | 05/04/2023 | |
/s/ David E. Goel | 05/04/2023 | |
** Signature of Reporting Person | Date | |
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 5 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |