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Tempus AI, Inc. — Director's Dealing 2024
Jun 21, 2024
30457_dirs_2024-06-20_4c263037-4431-40c0-8aff-57da19fca08d.zip
Director's Dealing
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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 | 1603279 | — | Acquired | 1603279 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 996 | — | Acquired | 1604275 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1604275 | — | Disposed | 0 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1397589 | — | Acquired | 1397589 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 2283991 | — | Acquired | 2283991 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 145875 | — | Acquired | 145875 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 91 | — | Acquired | 145966 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 248476 | — | Acquired | 248476 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 155 | — | Acquired | 248631 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 5998 | — | Acquired | 5998 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 5998 | — | Disposed | 0 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1030 | — | Acquired | 2285021 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 4585 | — | Acquired | 19938946 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 1500071 | — | Acquired | 1500071 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 3725 | — | Acquired | 1503796 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1503796 | — | Disposed | 0 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1256361 | — | Acquired | 21195307 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 125382 | — | Acquired | 2410403 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 1746323 | — | Acquired | 22941630 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 2111415 | — | Acquired | 2111415 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 9377 | — | Acquired | 2120792 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 2120792 | — | Disposed | 0 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 911957 | — | Acquired | 23853587 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 1068346 | — | Acquired | 3478749 | Indirect |
| 2024-06-17 | Class A Common Stock | C | 3911762 | — | Acquired | 3911762 | Indirect |
| 2024-06-17 | Class A Common Stock | A | 17374 | — | Acquired | 3929136 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 3929136 | — | Disposed | 0 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 2020698 | — | Acquired | 25874285 | Indirect |
| 2024-06-17 | Class A Common Stock | J | 982283 | — | Acquired | 9607283 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-06-17 | Series A Preferred Stock | $ | C | 1603279 | Disposed | Class A Common Stock (1603279) | Indirect | |
| 2024-06-17 | Series A Preferred Stock | $ | C | 2283991 | Disposed | Class A Common Stock (2283991) | Indirect | |
| 2024-06-17 | Series A Preferred Stock | $ | C | 145875 | Disposed | Class A Common Stock (145875) | Indirect | |
| 2024-06-17 | Series A Preferred Stock | $ | C | 248476 | Disposed | Class A Common Stock (248476) | Indirect | |
| 2024-06-17 | Series B Preferred Stock | $ | C | 5196414 | Disposed | Class B Common Stock (5196414) | Indirect | |
| 2024-06-17 | Class B Common Stock | $ | C | 5196414 | Acquired | Class A Common Stock (5196414) | Indirect | |
| 2024-06-17 | Class B Common Stock | $ | J | 5196414 | Disposed | Class A Common Stock (5196414) | Indirect | |
| 2024-06-17 | Class B Common Stock | $ | J | 3972878 | Acquired | Class A Common Stock (3972878) | Indirect | |
| 2024-06-17 | Class B Common Stock | $ | J | 892426 | Acquired | Class A Common Stock (892426) | Indirect | |
| 2024-06-17 | Series B Preferred Stock | $ | C | 178485 | Disposed | Class B Common Stock (178485) | Indirect | |
| 2024-06-17 | Class B Common Stock | $ | C | 178485 | Acquired | Class A Common Stock (178485) | Indirect | |
| 2024-06-17 | Series B-1 Preferred Stock | $ | C | 1500071 | Disposed | Class A Common Stock (1500071) | Indirect | |
| 2024-06-17 | Series B-2 Preferred Stock | $ | C | 1746323 | Disposed | Class A Common Stock (1746323) | Indirect | |
| 2024-06-17 | Series B-2 Preferred Stock | $ | C | 2111415 | Disposed | Class A Common Stock (2111415) | Indirect | |
| 2024-06-17 | Series C Preferred Stock | $ | C | 3911762 | Disposed | Class A Common Stock (3911762) | Indirect |
Footnotes
F1: Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and Series C 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: The Reporting Person is the sole manager of each of Blue Media, LLC, Gray Media, LLC, Lightbank Investments 1B, LLC, Lightbank Global LLC, Tempus Series A Investments, LLC, Tempus Series B Investments, LLC, Tempus Series B-1 Investments, LLC, Tempus Series B-2 Investments, LLC and Tempus Series C Investments, LLC.
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 A Investments, LLC to its members, one of which is Lightbank Global 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 B Investments, LLC to its members, including Blue Media, LLC and Innovation Group Investors, L.P. - 2011 Series, without additional consideration.
F7: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series B-1 Investments, LLC to its members, including Blue Media, LLC and Innovation Group Investors, L.P. - 2011 Series, without additional consideration.
F8: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series B-2 Investments, LLC to its members, including Blue Media, LLC and Innovation Group Investors, L.P. - 2011 Series, without additional consideration.
F9: Represents a pro rata distribution, and not a purchase or sale of securities, by Tempus Series C Investments, LLC to its members, including Blue Media, LLC and Gray Media, LLC, without additional consideration.
F10: Each share of Series B Preferred Stock was convertible at any time, at the holder's election, into Class B Common Stock, on a one-for-one basis, had no expiration date and automatically converted into shares of Class B Common Stock upon the closing of the Issuer's initial public offering.
F11: Each share of Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock, on a one-for-one basis and has no expiration date.