ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

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^*

Lim Jonathan E

(Last)

(First)

(Middle)

C/O MAZE THERAPEUTICS, INC.

171 OYSTER POINT BOULEVARD, SUITE 300

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Maze Therapeutics, Inc. [ MAZE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2025		C		37,724	A	⁽¹⁾	37,724	I	City Hill, LLC⁽²⁾
Common Stock	02/03/2025		C		270,232	A	⁽³⁾	307,956	I	City Hill, LLC⁽²⁾
Common Stock								20,744	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	02/03/2025		C			363,703	⁽¹⁾	⁽¹⁾	Common Stock	37,724	⁽¹⁾	0	I	City Hill, LLC⁽²⁾
Series B Preferred Stock	⁽³⁾	02/03/2025		C			2,231,381	⁽³⁾	⁽³⁾	Common Stock	270,232	⁽³⁾	0	I	City Hill, LLC⁽²⁾
Stock Option (Right to Buy)	$10.42	12/09/2024⁽⁴⁾		A		5,704		⁽⁵⁾	03/08/2033	Common Stock	5,704	⁽⁶⁾	5,704	D
Stock Option (Right to Buy)	$17.74	12/09/2024⁽⁴⁾		D			5,704	⁽⁵⁾	03/08/2033	Common Stock	5,704	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$10.42	12/09/2024⁽⁴⁾		A		9,086		⁽⁷⁾	12/08/2034	Common Stock	9,086	$0	9,086	D

Explanation of Responses:

1. Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series A Convertible Preferred Stock automatically converted 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, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for- 0.1211056427. The securities have no expiration date.

4. This transaction is an exempt transaction with the Issuer which occurred prior to the Issuer registering a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended. It is reported herein as a transaction pursuant to Rule 16a-2(a). All numbers of shares and exercise prices have been adjusted to reflect a 1:9.641 reverse stock split of the Issuer's Common Stock effected on January 24, 2025.

5. 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.

6. This option, which was first granted on March 9, 2023, was canceled and exchanged for a new option having a lower exercise price in connection with an option repricing approved by the Issuer's Board of Directors on December 9, 2024. All terms of the option remained unchanged other than the exercise price.

7. 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	02/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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