FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Caris Life Sciences, Inc. [ CAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/20/2025 | C(1) | 1,721,015(1) | A | (1) | 1,721,015 | I | Held by Barnett Equity Holdings, LLC(5)(7) | ||
Common Stock | 06/20/2025 | C(1) | 3,881,988(1) | A | (1) | 3,881,988 | I | Held by TOP III Barnett Investments, LLC(5)(7) | ||
Common Stock | 06/20/2025 | C(1) | 3,493,789(1) | A | (1) | 3,493,789 | I | Held by TAO Barnett Investments LLC(5)(7) | ||
Common Stock | 06/20/2025 | C(1) | 478,779(1) | A | (1) | 478,779 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | ||
Common Stock | 06/20/2025 | C(2) | 531,746(2) | A | (2) | 1,010,525 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | ||
Common Stock | 06/20/2025 | C(2) | 10,103,175(2) | A | (2) | 10,103,175 | I | Held by Barnett Equity Holdings II, LLC(5)(7) | ||
Common Stock | 06/20/2025 | X(3) | 2,255,048(3) | A | (3) | 3,976,063 | I | Held by Barnett Equity Holdings, LLC(5)(7) | ||
Common Stock | 06/20/2025 | X(3) | 118,687(3) | A | (3) | 1,129,212 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | ||
Common Stock | 06/20/2025 | X(4) | 1,711,113(4) | A | (4) | 5,687,176 | I | Held by Barnett Equity Holdings, LLC(5)(7) | ||
Common Stock | 06/20/2025 | X(4) | 90,059(4) | A | (4) | 1,219,271 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series C Preferred Stock | (1) | 06/20/2025 | C(1) | 6,884,058 | (1) | (1) | Common Stock | 1,721,015(1) | $0 | 0 | I | Held by Barnett Equity Holdings, LLC(5)(7) | |||
Series C Preferred Stock | (1) | 06/20/2025 | C(1) | 15,527,951 | (1) | (1) | Common Stock | 3,881,988(1) | $0 | 0 | I | Held by TOP III Barnett Investments, LLC(5)(7) | |||
Series C Preferred Stock | (1) | 06/20/2025 | C(1) | 13,975,155 | (1) | (1) | Common Stock | 3,493,789(1) | $0 | 0 | I | Held by TAO Barnett Investments LLC(5)(7) | |||
Series C Preferred Stock | (1) | 06/20/2025 | C(1) | 1,915,114 | (1) | (1) | Common Stock | 478,779(1) | $0 | 0 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | |||
Series D Preferred Stock | (2) | 06/20/2025 | C(2) | 1,240,740 | (2) | (2) | Common Stock | 531,746(2) | $0 | 0 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | |||
Series D Preferred Stock | (2) | 06/20/2025 | C(2) | 23,574,073 | (2) | (2) | Common Stock | 10,103,175(2) | $0 | 0 | I | Held by Barnett Equity Holdings II, LLC(5)(7) | |||
2018 Warrants | (3) | 06/20/2025 | X(3) | 13,009,892 | (3) | 09/20/2025 | Common Stock | 2,255,048(3) | $0 | 0 | I | Held by Barnett Equity Holdings, LLC(5)(7) | |||
2018 Warrants | (3) | 06/20/2025 | X(3) | 684,731 | (3) | 09/20/2025 | Common Stock | 118,687(3) | $0 | 0 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) | |||
2020 Warrants | (4) | 06/20/2025 | X(4) | 10,829,823 | (4) | 04/02/2027 | Common Stock | 1,711,113(4) | $0 | 0 | I | Held by Barnett Equity Holdings, LLC(5)(7) | |||
2020 Warrants | (4) | 06/20/2025 | X(4) | 569,991 | (4) | 04/02/2027 | Common Stock | 90,059(4) | $0 | 0 | I | Held by Sixth Street Specialty Lending, Inc.(6)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Series C Preferred Stock of Caris Life Sciences, Inc. (the "Issuer") was convertible at the option of the holder into 0.25 shares of common stock $.001 par value of the Issuer (the "Common Stock") and automatically converted into Common Stock immediately prior to and in connection with the closing of the Issuer's initial public offering (the "IPO"). The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's amended and restated certificate of formation (the "Charter"), in connection with the IPO. The Series C Preferred Stock had no expiration date. |
2. Each share of Series D Preferred Stock of the Issuer was convertible at the option of the holder into 0.25 shares of Common Stock of the Issuer and automatically converted into Common Stock immediately prior to and in connection with the closing of the Issuer's IPO. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. The Series D Preferred Stock had no expiration date. |
3. The 2018 warrants were exercisable at the option of the holder into shares of Series C Preferred Stock of the Issuer at an exercise price of $1.61 per share and into Common Stock at an exercise price of $6.44 per share. Immediately prior to and in connection with the closing of the Issuer's IPO, the 2018 warrants were exercised on a cashless basis into shares of Series C Preferred Stock which then automatically converted into Common Stock. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. |
4. The 2020 warrants were exercisable into Series C preferred stock at a price of $1.93 per share and into Common Stock at a price of $7.73 per share. Immediately prior to and in connection with the closing of the Issuer's IPO the 2020 warrants were exercised on a cashless basis into shares of Series C Preferred Stock which then automatically converted into Common Stock. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. |
5. TSSP Sub-Fund Holdco, LLC, a Delaware limited liability company ("Sub-Fund HoldCo"), is the sole member of each of TAO SPV GP, LLC, a Delaware limited liability company ("TAO SPV"), and Empire SPV GP, LLC, a Delaware limited liability company ("Empire SPV"). TAO SPV is the managing member of each of (i) Barnett Equity Holdings, LLC; (ii) Barnett Equity Holdings II LLC; and (iii) TAO Barnett Investments LLC. Empire SPV is the managing member of TOP III Barnett Investments, LLC. |
6. TSSP Holdco Management, LLC, a Delaware limited liability company ("Holdco Management"), manages Sixth Street Specialty Lending Advisers Holdings, LLC, a Delaware limited liability company ("Adviser Holdings"). The business and affairs of Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company ("Adviser"), are managed by Adviser Holdings, the sole member of Adviser. Sixth Street Specialty Lending, Inc. is managed by Adviser. |
7. Sub-Fund HoldCo is managed by its sole member, whose managing member is Alan Waxman ("Mr. Waxman"). Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. Mr. Waxman is the CEO of Holdco Management. Each Reporting Person disclaims beneficial ownership over the reported securities herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein. |
Remarks: |
Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, which was previously filed with the Commission as an exhibit to the Form 3 filed by Mr. Waxman on June 17, 2025. |
TSSP Sub-Fund Holdco, LLC, By: /s/ Joshua Peck, Vice President | 06/23/2025 | |
Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman | 06/23/2025 | |
** 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 4 (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. |