Kristina Burow - Jan 30, 2025 Form 3 Insider Report for Metsera, Inc. (MTSR)

Role
Director, 10%+ Owner
Signature
/s/ Christopher J. Visioli, Attorney-in-fact for Kristina M. Burow
Stock symbol
MTSR
Transactions as of
Jan 30, 2025
Transactions value $
$0
Form type
3
Date filed
1/30/2025, 09:42 PM
Previous filing
Jul 1, 2024
Next filing
Feb 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MTSR Common Stock 1.06M Jan 30, 2025 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MTSR Stock Option (Right to Buy) Jan 30, 2025 Common Stock 149K $8.18 Direct F2
holding MTSR Series Seed Preferred Stock Jan 30, 2025 Common Stock 8.48M See Footnote F1, F3
holding MTSR Series A Convertible Preferred Stock Jan 30, 2025 Common Stock 6.38M See Footnote F1, F3
holding MTSR Series B Convertible Preferred Stock Jan 30, 2025 Common Stock 1.14M See Footnote F1, F3
holding MTSR Series A Convertible Preferred Stock Jan 30, 2025 Common Stock 6.38M See Footnote F3, F4
holding MTSR Series B Convertible Preferred Stock Jan 30, 2025 Common Stock 1.14M See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares held directly by ARCH Venture Fund XII, L.P ("ARCH Venture Fund XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP"), as the sole general partner of ARCH Venture Fund XII, may be deemed to beneficially own the shares held by ARCH Venture Fund XII. ARCH Venture Partners XII, LLC ("AVP XII LLC"), as the sole general partner of AVP XII LP, may be deemed to beneficially own the shares held by ARCH Venture Fund XII. AVP XII LP and AVP XII LLC disclaim beneficial ownership except to the extent of any pecuniary interest therein. As members of the investment committee of AVP XII LLC, each of Kristina M. Burow, Keith Crandell, Steven Gillis and Robert Nelsen (the "AVP XII Committee Members") may also be deemed to share the power to direct the disposition and vote of the ARCH Venture Fund XII shares. Each AVP XII Committee Member disclaims beneficial ownership except to the extent of any pecuniary interest therein.
F2 The options were granted on November 12, 2024. The options vest and become exercisable in 36 substantially equal monthly installments following the grant date.
F3 The shares of Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's common stock at a conversion ratio of 1-for-2.349723. The preferred stock will automatically convert into shares of the Issuer's common stock, for no additional consideration, upon the closing of the Issuer's initial public offering.
F4 Represents shares held directly by ARCH Venture Fund XIII, L.P.("ARCH Venture Fund XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP"), as the sole general partner of ARCH Venture Fund XIII, may be deemed to beneficially own the shares held by ARCH Venture Fund XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC"), as the sole general partner of AVP XIII LP, may be deemed to beneficially own the shares held by ARCH Venture Fund XIII. AVP XIII LP and AVP XIII LLC disclaim beneficial ownership except to the extent of any pecuniary interest therein. As members of the investment committee of AVP XIII LLC, each of Paul L. Berns, Kristina M. Burow, Keith Crandell and Robert Nelsen (the "AVP XIII Committee Members") may also be deemed to share the power to direct the disposition and vote of the ARCH Venture Fund XIII shares. Each AVP XIII Committee Member disclaims beneficial ownership except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24.1 - Power of Attorney