SEC FORM 3

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SEC Form 3

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^*

CRITCHFIELD GREGORY C

(Last)

(First)

(Middle)

C/O SERA PROGNOSTICS, INC.

2749 EAST PARLEYS WAY, SUITE 200

(Street)

SALT LAKE CITY

84109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

3. Issuer Name and Ticker or Trading Symbol
SERA PROGNOSTICS, INC. [ SERA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock	79,140	D
Class A Common Stock	630,832	I	Held by The Gregory C. Critchfield & Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	34,383	$5.2⁽⁴⁾	D
Series B-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	5,253	$5.2⁽⁵⁾	D
Series B-2 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	11,880	$8.32⁽⁶⁾	D
Series C-1 Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	4,727	$12.37⁽⁷⁾	D
Series D Preferred Stock	⁽²⁾	⁽³⁾	Class A Common Stock	28,730	$9.02⁽⁸⁾	D
Stock Option (right to buy)	⁽⁹⁾	05/18/2027	Class A Common Stock	300,610	$1.98	D
Stock Option (right to buy)	⁽⁹⁾	02/27/2030	Class A Common Stock	462,338	$1.77	D
Stock Option (right to buy)	⁽⁹⁾	03/08/2031	Class A Common Stock	98,330	$5.32	D
Warrant (right to buy)	⁽¹⁰⁾	07/31/2029	Class A Common Stock	4,412	$9.02	I	Held by the Gregory C. Critchfield & Trust⁽¹⁾
Warrant (right to buy)	⁽¹⁰⁾	07/31/2029	Class A Common Stock	4,412	$10.83	I	Held by the Gregory C. Critchfield & Trust⁽¹⁾

Explanation of Responses:

1. Dr. Critchfield is a Trustee of the Gregory C. Critchfield & Trust. Dr. Critchfield, in such capacity, may be deemed to indriectly beneficially own the securities owned by the trust except to the extent of his pecuniary interest therein, if any.

2. The shares of preferred stock will automatically convert into the Issuer's Class A Common Stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

3. Not applicable

4. The Issuer's Series A-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series A-2 Preferred Stock has no expiration date.

5. The Issuer's Series B-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $5.20 per share. The Series B-1 Preferred Stock has no expiration date.

6. The Issuer's Series B-2 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $8.32 per share. The Series B-2 Preferred Stock has no expiration date.

7. The Issuer's Series C-1 Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $12.37 per share. The Series C-1 Preferred Stock has no expiration date.

8. The Issuer's Series D Preferred Stock is convertible at the option of a holder at any time into shares of the Issuer's Class A Common Stock at a conversion price, as adjusted to reflect the Issuer's recent 1-for-0.481 reverse stock split, of $9.02 per share. The Series D Preferred Stock has no expiration date.

9. These stock options vest over four years as follows: 1/48 of the original grant amount vests in monthly installments for four years following the grant date.

10. Immediately exercisable.

Remarks:

Exhibits 24.1 - Power of Attorney

	/s/ Nishanti Dharia, Attorney-in-fact	07/14/2021
	** 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).
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