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SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sidhu Someit
(Last) (First) (Middle)
4001 KENNETT PIKE, SUITE 302
(Street)
WILMINGTON DE 19807
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zura Bio Ltd [ ZURA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Ordinary Shares 09/22/2023 J4(1) 200,484 D (1) 2,807,389 D
Class A Ordinary Shares 09/28/2023 J4(2) 761,370 D (2) 242,055 I By JATT Ventures, L.P.(3)
Class A Ordinary Shares 11/21/2023 J4(4) 351,000 D (4) 242,055 I By JATT Ventures, L.P.(3)
Class A Ordinary Shares 08/24/2024 A4(5) 835,110 A (5) 242,055 I By JATT Ventures, L.P.(3)
Class A Ordinary Shares 08/24/2024 A4(5) 721,971 A (5) 2,807,389 D
Class A Ordinary Shares 09/04/2024 J4(4) 593,055 D (4) 242,055 I By JATT Ventures, L.P.(3)
Class A Ordinary Shares 1,186,901 I By Pegasus LLC(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $11.5 03/20/2023 4J(7) 4,133,466 04/19/2023 03/20/2028 Class A Ordinary Shares 4,133,466 (7) 0 I By JATT Ventures, L.P.(3)
Warrants $11.5 06/23/2023 4J(7) 8,216 04/19/2023 03/20/2028 Class A Ordinary Shares 8,216 (7) 0 I By JATT Ventures, L.P.(3)
Warrants $11.5 09/28/2023 4J(7) 1,464,617 04/19/2023 03/20/2028 Class A Ordinary Shares 1,464,617 (7) 0 I By JATT Ventures, L.P.(3)
Warrants $11.5 09/28/2023 4J(8) 656,573 04/19/2023 03/20/2028 Class A Ordinary Shares 656,573 (8) 0 D
Warrants $11.5 10/30/2023 4P 2,480,000 04/19/2023 03/20/2028 Class A Ordinary Shares 2,480,000 $0.25(9) 0 I By JATT Ventures, L.P.(3)
Warrants $11.5 08/23/2024 4D(5) 2,783,701 04/19/2023 03/20/2028 Class A Ordinary Shares 2,783,701(5) (5) 0 I By JATT Ventures, L.P.(3)
Warrants $11.5 08/23/2024 4D(5) 2,406,573 04/19/2023 03/20/2028 Class A Ordinary Shares 2,406,573(5) (5) 0 D
Explanation of Responses:
1. The shares were distributed by the Reporting Person to JATT Ventures, L.P. ("JATT") directors for no additional consideration.
2. JATT distributed Class A ordinary shares to its members with no consideration being paid in connection therewith.
3. These securities are owned by JATT. The Reporting Person is the sole director of the sole general partner of JATT and, as such, has voting and investment discretion with respect to the ordinary shares held by JATT. The Reporting Person may be deemed to have shared beneficial ownership of the ordinary shares held directly by JATT.
4. JATT transferred Class A ordinary shares to Willow Gate, LLC for no additional consideration.
5. The reported warrants were exchanged for Class A Ordinary Shares ("Ordinary Shares") pursuant to an exchange offer from the Issuer. Each warrant holder whose warrants were exchanged pursuant to the exchange offer received 0.30 Ordinary Shares for each warrant tendered by such holder and exchanged. No fractional Ordinary Shares were issued pursuant to the exchange offer, with fractional shares paid in cash (without interest). The foregoing description of the exchange offer does not purport to be complete and is subject to, and qualified in its entirety by, the S-4 of the Issuer filed on July 12, 2024, as amended, which is incorporated herein by reference.
6. These shares are beneficially owned by Pegasus LLC. The Reporting Person is the sole member and beneficial owner of the limited liability company interests of Pegasus LLC.
7. JATT distributed private placement warrants to its members with no consideration being paid in connection therewith.
8. The warrants were distributed by JATT to the Reporting Person for no additional consideration.
9. The warrants were purchased by way of a private transaction.
/s/ Someit Sidhu 02/14/2025
** 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 4 (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.
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