Tempus AI, Inc. — Director's Dealing 2024

Jun 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tempus AI, Inc. (TEM)
CIK: 0001717115
Period of Report: 2024-06-17

Reporting Person: Red Sky Ventures LLC (N/A)
Reporting Person: Keywell Kimberly Jo (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-17	Class A Common Stock	C	2169420	—	Acquired	16560249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-17	Series A Preferred Stock	$	C	1109190	Disposed		Class A Common Stock (1109190)	Direct
2024-06-17	Series B-1 Preferred Stock	$	C	499965	Disposed		Class A Common Stock (499965)	Direct
2024-06-17	Series B-2 Preferred Stock	$	C	166718	Disposed		Class A Common Stock (166718)	Direct
2024-06-17	Series C Preferred Stock	$	C	314338	Disposed		Class A Common Stock (314338)	Direct
2024-06-17	Series D Preferred Stock	$	C	63652	Disposed		Class A Common Stock (63652)	Direct
2024-06-17	Series G Preferred Stock	$	C	15557	Disposed		Class A Common Stock (15557)	Direct

Footnotes

F1: Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") was convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering.

F2: Shares held directly by Red Sky Ventures LLC ("Red Sky"). Kimberly Keywell is the controlling shareholder of Red Sky, may therefore be deemed to have shared voting, investment and dispositive power with respect to the shares held by Red Sky, and disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

F3: This amount includes an additional 15,829 shares acquired by the Reporting Persons on June 17, 2024 in connection with the conversion of the Preferred Stock into Class A Common Stock upon the closing of the Issuer's initial public offering, pursuant to which the Issuer paid accrued and unpaid dividends on such shares of Preferred Stock in shares of Class A Common Stock. The issuance of such shares of Class A Common Stock qualifies for the exemption from Section 16 of the Securities Exchange Act pursuant to Rule 16a-9.