| Item 1. | |
| (a) | Name of issuer:
Tempus AI, Inc. |
| (b) | Address of issuer's principal executive offices:
600 West Chicago Avenue, Suite 510, Chicago, IL, 60654 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Red Sky Ventures LLC ("Red Sky")
Kimberly Jo Keywell |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 1001 Green Bay Road, Suite 146, Winnetka, IL 60093. |
| (c) | Citizenship:
Red Sky is organized under the laws of the state of Delaware. Ms. Keywell is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
71535D106 |
| 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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of shares of Class A Common Stock as of the date of this filing, based upon 167,989,074 shares of Class A Common Stock outstanding as of March 18, 2025, as disclosed in the Issuer's Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 7, 2025.
Red Sky is the record holder of the shares of Class A Common Stock reported herein. Ms. Keywell is the sole member and manager of Red Sky. As a result, Ms. Keywell may be deemed to share beneficial ownership of the shares of Class A Common Stock directly held by Red Sky. |
| (b) | Percent of class:
Red Sky Ventures LLC: 5.7%
Kimberly Jo Keywell: 5.7% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Red Sky Ventures LLC: 0
Kimberly Jo Keywell: 0
|
| | (ii) Shared power to vote or to direct the vote:
Red Sky Ventures LLC: 9,495,858
Kimberly Jo Keywell: 9,495,858
|
| | (iii) Sole power to dispose or to direct the disposition of:
Red Sky Ventures LLC: 0
Kimberly Jo Keywell: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Red Sky Ventures LLC: 9,495,858
Kimberly Jo Keywell: 9,495,858
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)