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*
YK Bioventures Opportunities GP I, LLC

(Last) (First) (Middle)
398 PRIMROSE ROAD, SUITE 328

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CERO THERAPEUTICS HOLDINGS, INC. [ CERO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/06/2024 S 1,236,874 D $0.12 21,383,909 I By YK Bioventures Opportunities Fund I, L.P.(1)
Common Stock 12/09/2024 S 850,543 D $0.11 20,533,366 I By YK Bioventures Opportunities Fund I, L.P.(1)
Common Stock 12/10/2024 S 1,570,947 D $0.09 18,962,419 I By YK Bioventures Opportunities Fund I, L.P.(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
YK Bioventures Opportunities GP I, LLC

(Last) (First) (Middle)
398 PRIMROSE ROAD, SUITE 328

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
YK Bioventures Opportunities Fund I, L.P.

(Last) (First) (Middle)
398 PRIMROSE ROAD, SUITE 328

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kossar Mitchell William

(Last) (First) (Middle)
C/O YK BIOVENTURES
398 PRIMROSE ROAD, SUITE 328

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yeung Gary Kahing

(Last) (First) (Middle)
C/O YK BIOVENTURES
398 PRIMROSE ROAD, SUITE 328

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
YK Bioventures Opportunities GP I, LLC, By /s/ Gary K. Yeung, Managing Partner 12/10/2024
YK Bioventures Opportunities Fund I, L.P., By YK Bioventures Opportunities GP I, LLC, its General Partner, By /s/ Gary K. Yeung, Managing Partner 12/10/2024
/s/ Mitchell W. Kossar 12/10/2024
/s/ Gary K. Yeung 12/10/2024
** 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 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).
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