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) 06/17/2025 |
3. Issuer Name and Ticker or Trading Symbol
Caris Life Sciences, Inc. [ CAI ] |
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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 | 2,023,250(1) | D | |
Common Stock | 16,263,467 | I | See Footnote(2) |
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 | ||||
Series A Preferred Stock | (3) | (3) | Common Stock | 97,354,127 | $0 | I | See Footnote(2)(4) |
Series B Preferred Stock | (3) | (3) | Common Stock | 7,407,408 | $0 | I | See Footnote(2)(4) |
Stock Option | (5) | 11/14/2028 | Common Stock | 2,000,000 | $2.44 | D |
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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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. Includes 360,750 shares of Common Stock underlying restricted stock units which vest in accordance with the applicable grant agreement. |
2. The Common Stock reported herein includes (i) 5,028,802 shares of Common Stock held of record by ADAPT I Ltd., (ii) 8,414,427 shares of Common Stock held of record by Carisome I, L.P., (iii) 645,149 shares of Common Stock held of record by Caris Investment II Ltd and (iv) 2,175,089 shares of Common Stock held of record by Caris Investment III Ltd. Caris Investment Management, LLC is the general partner of each of Caris Halbert, L.P., Caris Investment II Ltd., and Caris Investment III Ltd. Two family trusts are separately the general partner of ADAPT I Ltd. and the managing general partner of Carisome I, L.P., respectively. David D. Halbert is the managing member of Caris Investment Management, LLC and the trustee of each of the two family trusts, and in such capacities, has voting and investment power with respect to the shares held of record by each of the foregoing entities. Mr. Halbert disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
3. Each share of preferred stock is convertible at the holder's option into 0.25 shares of Common Stock of the Issuer, subject to adjustment in accordance with the certificate of formation, and will automatically convert upon the closing of the initial public offering of the Issuer's Common Stock. |
4. The preferred stock reported herein includes (i) 3,500,003 shares of Common Stock underlying Series A Preferred Stock held of record by ADAPT I Ltd., (ii) 93,854,124 shares of Common Stock underlying Series A Preferred Stock held of record by Caris Halbert, L.P. and (iii) 7,407,408 shares of Common Stock underlying Series B Preferred Stock held of record by Caris Halbert, L.P. Mr. Halbert disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
5. The stock option is fully vested and exercisable. |
Remarks: |
Founder, Chairman, and Chief Executive Officer. Exhibit 24 - Power of Attorney. |
David Halbert, /s/ J. Russel Denton, Attorney-in-Fact | 06/17/2025 | |
Caris Halbert, L.P., /s/ J. Russel Denton, Attorney-in-Fact | 06/17/2025 | |
ADAPT I Ltd., /s/ J. Russel Denton, Attorney-in-Fact | 06/17/2025 | |
Carisome I, L.P., /s/ J. Russel Denton, Attorney-in-Fact | 06/17/2025 | |
** 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 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. |