| Item 1. | |
| (a) | Name of issuer:
Neumora Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
490 Arsenal Way, Suite 200, Watertown, MA 02472 |
| Item 2. | |
| (a) | Name of person filing:
Paul L Berns ("Berns") an individual and referred to as the "Reporting Person". |
| (b) | Address or principal business office or, if none, residence:
490 Arsenal Way, Suite 200, Watertown, MA 02472 |
| (c) | Citizenship:
The Reporting Person is a US citizen. |
| (d) | Title of class of securities:
Common Stock par value $0.0001 per share |
| (e) | CUSIP No.:
640979100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Berns is the record owner of 7,247,625 shares of Common Stock (the "Record Shares") as of December 31, 2024. In addition, as of December 31, 2024, Berns is a holder of vested options to purchase 779,318 shares of Common Stock and options to purchase 156,517 shares of Common Stock vesting within sixty days (the "Berns Options"), and 42,812 restricted stock units vesting within sixty days (the "Berns Restricted Stock Units"). |
| (b) | Percent of class:
See line 11 of the cover sheet. The percentages set forth on the cover sheet is based upon 161,561,064 shares of Common Stock outstanding as of November 4, 2024, as reported in the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on November 12, 2024. The Berns Options and the Berns Restricted Stock Units were included in the number of shares of Common Stock outstanding. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See line 5 of the cover sheet.
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| | (ii) Shared power to vote or to direct the vote:
See line 6 of the cover sheet.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See line 7 of the cover sheet.
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| | (iv) Shared power to dispose or to direct the disposition of:
See line 8 of the cover sheet.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)