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^*

Mandel-Brehm Josh

(Last)

(First)

(Middle)

C/O CAMP4 THERAPEUTICS CORPORATION

ONE KENDALL SQ., BLDG 1400 WEST, 3RD FL.

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2024

3. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP ]

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)
Common Stock	271,752	D

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 B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	605	⁽¹⁾	D
Stock Option (Right to Buy)	⁽²⁾	05/22/2027	Common Stock	25,048	$2.12	D
Stock Option (Right to Buy)	⁽²⁾	12/04/2027	Common Stock	2,268	$2.12	D
Stock Option (Right to Buy)	⁽²⁾	09/04/2028	Common Stock	30,719	$2.12	D
Stock Option (Right to Buy)	⁽²⁾	03/12/2029	Common Stock	2,835	$2.12	D
Stock Option (Right to Buy)	⁽²⁾	02/19/2030	Common Stock	1,417	$2.12	D
Stock Option (Right to Buy)	⁽³⁾	03/23/2032	Common Stock	66,869	$5.5	D
Stock Option (Right to Buy)	⁽⁴⁾	12/07/2032	Common Stock	341,687	$8.41	D
Stock Option (Right to Buy)	⁽⁵⁾	03/26/2034	Common Stock	44,579	$9.08	D

Explanation of Responses:

1. Each share of Series B Preferred Stock is convertible into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") on a 11.2158-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date.

2. This option is fully vested and exercisable as of the date hereof.

3. This option had a vesting start date of March 1, 2022 and vests in equal monthly installments over 48 months, beginning on the one-month anniversary of the vesting start date.

4. This option had a vesting start date of September 1, 2022 and vests in equal monthly installments over 48 months, beginning on the one-month anniversary of the vesting start date.

5. This option had a vesting start date of March 7, 2024 and vests in equal monthly installments over 48 months, beginning on the one-month anniversary of the vesting start date.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Thomas Danielski, as Attorney-in-Fact	10/10/2024
	** 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.