| 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) 01/30/2025 |
3. Issuer Name and Ticker or Trading Symbol
Maze Therapeutics, Inc. [ MAZE ] |
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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 | 20,744 | D | |
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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 | (1) | (1) | Common Stock | 363,703 | (1) | I | City Hill, LLC(2) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 2,231,381 | (3) | I | City Hill, LLC(2) |
| Stock Option (Right to Buy) | (4) | 03/08/2033 | Common Stock | 5,704 | $10.42 | D | |
| Stock Option (Right to Buy) | (5) | 12/08/2034 | Common Stock | 9,086 | $10.42 | D | |
| Explanation of Responses: |
| 1. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series A Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series A Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for- 0.1037236801. The securities have no expiration date. |
| 2. These securities are directly held by City Hill, LLC, of which the reporting person is the managing partner. |
| 3. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series B Convertible Preferred Stock may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-0.1211056427. The securities have no expiration date. |
| 4. The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on April 1, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 5. The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on January 1, 2025, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. |
| /s/ Courtney Phillips, as attorney-in-fact | 01/30/2025 | |
| ** 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. | ||