SEIDENBERG BETH C Form 4 Filed 2024-02-14

FORM 4

☐	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 ^*

SEIDENBERG BETH C

2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [KYTX]

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)

C/O KYVERNA THERAPEUTICS, INC., 5980 HORTON ST., STE 550

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2024

(Street)

EMERYVILLE, CA 94608

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2024		C⁽¹⁾		3,787,940	A	⁽¹⁾	3,787,940	I	See Footnote⁽²⁾
Common Stock	02/12/2024		C⁽¹⁾		735,984	A	⁽¹⁾	735,984	I	See Footnote⁽³⁾

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Redeemable Convertible Preferred Stock

⁽⁴⁾

02/12/2024

4,401,771

⁽⁴⁾

Common Stock

967,188

$ 0

See Footnote⁽²⁾

Series A-2 Redeemable Convertible Preferred Stock

⁽⁴⁾

02/12/2024

8,830,901

⁽⁴⁾

Common Stock

1,940,388

$ 0

See Footnote⁽²⁾

Series B Redeemable Convertible Preferred Stock

⁽⁴⁾

02/12/2024

4,006,624

⁽⁴⁾

Common Stock

880,364

$ 0

See Footnote⁽²⁾

Series B Redeemable Convertible Preferred Stock

⁽⁴⁾

02/12/2024

3,349,538

⁽⁴⁾

Common Stock

735,984

$ 0

See Footnote⁽³⁾

Explanation of Responses:

1.	Represents shares of the Issuer's Common Stock received upon conversion of shares of the reported series of preferred stock on a 1-for-4.5511 basis without payment of further consideration.
2.	Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The voting and dispositive control over Westlake GP I is shared by the managing directors of Westlake GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake I except to the extent of such person's pecuniary interest therein, if any.
3.	Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The voting and dispositive control over Westlake Opportunity GP I is shared by the managing directors of Westlake Opportunity GP I, the Reporting Person and Sean Harper, none of whom has veto power, and each of whom disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of such person's pecuniary interest therein, if any.
4.	The Series A-1, Series A-2 and Series B Redeemable Convertible Preferred Stock had no expiration date and automatically converted into the Issuer's Common Stock on a 1-for-4.5511 basis immediately prior to the closing of the Issuer's initial public offering.

	Signatures
	By: /s/ Ryan Jones, as Attorney-in-Fact	02/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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