| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/11/2024 |
3. Issuer Name and Ticker or Trading Symbol
Boundless Bio, Inc. [ BOLD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 100 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Option | (1) | 06/01/2031 | Common Stock | 21,794 | (8)(9) | D | |
| Stock Option | (2) | 06/06/2031 | Common Stock | 9,642 | (8)(9) | D | |
| Stock Option | (3) | 12/05/2031 | Common Stock | 10,256 | (8)(9) | D | |
| Stock Option | (4) | 06/12/2033 | Common Stock | 23,076 | (8)(9) | D | |
| Stock Option | (5) | 06/12/2033 | Common Stock | 12,819 | (8)(9) | D | |
| Stock Option | (6) | 02/14/2034 | Common Stock | 22,658 | (8)(9) | D | |
| Stock Option | (7) | 03/26/2034 | Common Stock | 13,915 | (8)(9) | D | |
| Explanation of Responses: |
| 1. The stock option vested as to 25% of the underlying shares on June 1, 2022, and vests as to the remaining underlying shares in 36 substantially equal monthly installments thereafter. |
| 2. The stock option vests in 48 substantially equal monthly installments of the original number of underlying shares, which was 9,742 shares. The first installment vested on July 7, 2021. Prior to October 11, 2024, the reporting person partially exercised the stock option and purchased 100 of the underlying shares which had vested. |
| 3. The stock option vests in 48 substantially equal monthly installments. The first installment vested on January 6, 2022. |
| 4. The stock option vests in 48 substantially equal monthly installments. The first installment vested on July 13, 2023. |
| 5. The stock option vests in 48 substantially equal monthly installments. The first installment vested on July 13, 2023. |
| 6. The stock option vests in 48 substantially equal monthly installments. The first installment vested on March 15, 2024. |
| 7. The stock option vests in 48 substantially equal monthly installments. The first installment vested on April 27, 2024. |
| 8. The issuer repriced the stock option on August 19, 2024 (the "Repricing Date"). As of the Repricing Date, the exercise price was reduced to $3.56 per share, representing the fair market value per share of the issuer's common stock on the Repricing Date; provided, however, that the original exercise price before the repricing will apply if, prior to the Premium End Date (as defined below), the stock option is exercised or the reporting person's employment terminates for any reason other than a Qualifying Termination (as defined below). The "Premium End Date" means the earliest of: (i) August 19, 2026, (ii) the date immediately prior to the closing of a change in control, or (iii) the date of the reporting person's Qualifying Termination. A "Qualifying Termination" means (a) the involuntary termination of the reporting person's employment by the issuer due to a reduction in force (and other than for cause), |
| 9. (Continued from footnote 8) or (b) the reporting person's termination of employment due to death or disability. The original exercise price (before the repricing) of each stock option that expires in 2031 or 2033 was $4.10 per share. The original exercise price of the stock option that expires in February 2034 was $8.19 per share, and the original exercise price of the stock option that expires in March 2034 was $16.00 per share. |
| Remarks: |
| Sr. VP, Finance, Controller, Treasurer Exhibit 24 - Power of Attorney. |
| /s/ Jessica Oien, Attorney- in-Fact for David A. Hinkle | 10/15/2024 | |
| ** 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. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) Jessica Oien, the Chief Legal Officer of Boundless Bio, Inc. (the “Company”), and (ii) Zachary D. Hornby, the Company’s Chief Executive Officer, 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 15th day of October, 2024.
Signature: |
/s/ David A. Hinkle |
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Name: |
David A. Hinkle |
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