Tempus AI, Inc. — Director's Dealing 2024

Jun 21, 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: LEFKOFSKY ERIC P (N/A)
Reporting Person: Blue Media, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-17	Class A Common Stock	C	2133583	—	Acquired	2133583	Indirect
2024-06-17	Class A Common Stock	A	12409	—	Acquired	2145992	Indirect
2024-06-17	Class A Common Stock	J	2145992	—	Disposed	0	Indirect
2024-06-17	Class A Common Stock	J	1534384	—	Acquired	27408669	Indirect
2024-06-17	Class A Common Stock	C	406090	—	Acquired	3884839	Indirect
2024-06-17	Class A Common Stock	C	248512	—	Acquired	248512	Indirect
2024-06-17	Class A Common Stock	A	45396	—	Acquired	293908	Indirect
2024-06-17	Class A Common Stock	J	293908	—	Disposed	0	Indirect
2024-06-17	Class A Common Stock	C	321008	—	Acquired	321008	Indirect
2024-06-17	Class A Common Stock	A	39105	—	Acquired	360113	Indirect
2024-06-17	Class A Common Stock	J	360113	—	Disposed	0	Indirect
2024-06-17	Class A Common Stock	J	19792	—	Acquired	27428461	Indirect
2024-06-17	Class A Common Stock	J	332131	—	Acquired	332131	Indirect
2024-06-17	Class A Common Stock	C	99255	—	Acquired	3984094	Indirect
2024-06-17	Class A Common Stock	C	180329	—	Acquired	27608790	Indirect
2024-06-17	Class A Common Stock	A	206	—	Acquired	206	Indirect
2024-06-17	Class A Common Stock	A	10768	—	Acquired	27619558	Indirect
2024-06-17	Class A Common Stock	A	76453	—	Acquired	4060547	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-17	Series D Preferred Stock	$	C	2133583	Disposed		Class A Common Stock (2133583)	Indirect
2024-06-17	Series D Preferred Stock	$	C	406090	Disposed		Class A Common Stock (406090)	Indirect
2024-06-17	Series E Preferred Stock	$	C	248512	Disposed		Class A Common Stock (248512)	Indirect
2024-06-17	Series G Preferred Stock	$	C	321008	Disposed		Class A Common Stock (321008)	Indirect
2024-06-17	Series G Preferred Stock	$	C	99255	Disposed		Class A Common Stock (99255)	Indirect
2024-06-17	Series G-3 Preferred Stock	$	C	98964	Disposed		Class A Common Stock (180329)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6978852	Direct

Footnotes

F1: Each share of Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock and Series G-3 Preferred Stock was convertible at any time, at the holder's election, into Class A Common Stock and had no expiration date. These shares automatically converted into shares of Class A Common Stock upon the closing of the Issuer's initial public offering on a one-for-one basis, other than the Series G-3 Preferred Stock, each share of which converted into appoximately 1.82 shares of Class A Common Stock.

F2: The Reporting Person is the sole manager of each of Blue Media, LLC, Black Media, LLC, Tempus Series D Investments, LLC, Tempus Series E Investments, LLC and Tempus Series G Investments, LLC and trustee of Lefkofsky Family Foundation.

F3: On June 17, 2024, in connection with the conversion of preferred stock upon the closing of the Issuer's initial public offering, the Issuer paid accrued and unpaid dividends on such shares of preferred stock in shares of Class A Common Stock. The issuance of shares qualifies
for the exemption from Section 16 of the Securities Exchange Act pursuant to Rules 16b-3 and 16a-9.

F4: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series D Investments, LLC to its members, one of which is Blue Media, LLC, without additional consideration.

F5: The Reporting Person is the manager of the general partner of Innovation Group Investors, L.P. - 2011 Series and Innovation Group Investors, L.P. - Series 1B.

F6: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series E Investments, LLC to its members without additional consideration.

F7: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series G Investments, LLC to its members, including Blue Media, LLC and Lefkofsky Family Foundation, without additional consideration.