SEC Filing – Boundless Bio, Inc.

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SEC FORM 3 SEC Form 3

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

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1. Name and Address of Reporting Person^*

Burow Kristina

(Last)

(First)

(Middle)

C/O BOUNDLESS BIO, INC.

9880 CAMPUS POINT DRIVE, SUITE 120

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2024

3. Issuer Name and Ticker or Trading Symbol
Boundless Bio, Inc. [ BOLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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 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)
Common Stock	27,349	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Common Stock	41,025	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	424,908	⁽⁸⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	586,080	⁽⁸⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	454,212	⁽⁸⁾	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	227,920	⁽⁸⁾	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	164,835	⁽⁸⁾	I	See footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	201,465	⁽⁸⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	366,301	⁽⁸⁾	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. These shares are held directly by ARCH Venture Fund IX, L.P. (ARCH IX). ARCH Venture Partners IX, L.P. (AVP IX LP) is the sole general partner of ARCH IX.

2. These shares are held directly by ARCH Venture Fund IX Overage, L.P. (ARCH IX Overage). ARCH Venture Partners IX Overage, L.P. (AVP IX Overage LP) is the sole general partner of ARCH IX Overage.

3. ARCH Venture Partners IX, LLC (AVP IX LLC) is the sole general partner of each of AVP IX LP and AVP IX Overage LP. Keith Crandell, Robert Nelsen and Clint Bybee are managing directors of AVP IX LLC ("AVP IX MDs"). AVP IX LP and AVP IX Overage LP may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, respectively, AVP IX LLC may be deemed to beneficially own the shares held by ARCH IX and ARCH IX Overage, and the AVP IX MDs may be deemed to share the power to direct the disposition and vote of the shares held by ARCH IX and ARCH IX Overage. AVP IX LP, AVP IX Overage LP, AVP IX LLC and the AVP IX MDs have filed a separate Form 3 and disclaim beneficial ownership except to the extent of any pecuniary interest therein, if any.

4. The Reporting Person has an interest in the AVP IX LP and AVFP IX Overage LP but does not have voting or investment control over the shares held by ARCH IX and ARCH IX Overage. The Reporting Person disclaims ownership of such shares, except to the extent of her pecuniary interest therein.

5. These shares are held directly by ARCH Venture Fund X Overage, L.P. (ARCH X Overage). ARCH Venture Partners X Overage, L.P. (AVP X Overage LP) is the sole general partner of ARCH X Overage.

6. ARCH Venture Partners X, LLC (AVP X LLC) is the sole general partner of AVP X Overage LP. In addition to the Reporting Person, Keith Crandell, Robert Nelsen and Steven Gillis are members of the investment committee of AVP X LLC (the "AVP X Committee Members"). AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X Overage, AVP X LLC may be deemed to beneficially own the shares held by ARCH X Overage, and each of the AVP X Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X Overage. AVP X Overage LP, AVP X LLC, and the AVP X Committee Members other than the Reprting Person have filed a separate Form 3 and disclaim beneficial ownership except to the extent of any pecuniary interest therein, if any.

7. The Reporting person is also an AVP X Committee Member and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X Overage. The Reporting Person disclaims beneficial ownership of such shares except to any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by her for Section 16 or any other purpose.

8. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Jessica Oien, Attorney-in-Fact for Kristina Burow	03/27/2024
	** 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.

EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Financial Officer of Boundless, Inc. (the “Company”), who is currently Jami Rubin, (ii) the Company’s Chief Legal Officer, who is currently Jessica Oien, and (iii) the Company’s Chief Executive Officer, who is currently Zachary D. Hornby, and their respective successors, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company and/or beneficial owner of more than 10% of the Company’s capital stock, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these reports) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorney-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of March, 2024.


	Signature: /s/ Kristina Burow
	Name: Kristina Burow