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SEC FORM 3 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^*

Mazumdar-Shaw Kiran

(Last)

(First)

(Middle)

BICARA THERAPEUTICS INC.

116 HUNTINGTON AVENUE, SUITE 703

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2024

3. Issuer Name and Ticker or Trading Symbol
Bicara Therapeutics Inc. [ BCAX ]

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

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

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	16,669	D
Common Stock	115,757	I	By Biocon Limited⁽¹⁾

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 Seed Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	4,327,365	⁽²⁾	I	By Biocon Limited⁽¹⁾
Series Seed Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,080,775	⁽²⁾	I	By Biocon Pharma Inc.⁽³⁾
Series Seed Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	324,552	⁽²⁾	I	By Glentech International⁽⁴⁾
Series Seed Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	432,736	⁽²⁾	I	By Carica Investments⁽⁵⁾
Stock Option (Right to Buy)	⁽⁶⁾	11/19/2031	Common Stock	8,334	$4.1	D

Explanation of Responses:

1. Shares held by Biocon Limited ("Biocon Ltd"). The Reporting Person is the managing member of Biocon Ltd and disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.

2. Each share of Series Seed Redeemable Convertible Preferred Stock (the "Preferred Stock") is convertible into Common Stock on a 9.2435-to-one basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.

3. Shares held by Biocon Pharma Inc. ("Biocon Pharma"). The Reporting Person is the managing member of Biocon Pharma and disclaims and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. Shares held by Glentech International ("Glentech"). The Reporting Person is the managing member of Glentech and disclaims beneficial ownership of such shares for purposes of Section 16 of Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. Shares held by Carica Investments ("Carica"). The Reporting Person is the managing partner of Carica and disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that she is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.

6. The shares underlying this option vest in sixteen equal quarterly installments following September 22, 2023, subject to the Reporting Person's continued service on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lara Meisner, Attorney-in-Fact	09/12/2024
	** 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.