Initial Statement of Beneficial Ownership (3)
October 01 2021 - 4:13PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
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EMSTER KURT VON |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/24/2021
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3. Issuer Name and Ticker or Trading Symbol
Jasper Therapeutics, Inc. [JSPR]
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(Last)
(First)
(Middle)
C/O JASPER THERAPEUTICS, INC., 2200 BRIDGE PARKWAY, SUITE #102 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
REDWOOD CITY,, CA 94065
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 5628558 (1) | I | By Abingworth Bioventures VII, LP (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On September 24, 2021, pursuant to that certain Business Combination Agreement, dated as of May 5, 2021, by and among the Issuer (f/k/a Amplitude Healthcare Acquisition Corporation), Ample Merger Sub, Inc. ("Merger Sub"), and Jasper Therapeutics, Inc. ("Old Jasper"), Merger Sub merged with and into Old Jasper with Old Jasper surviving as a wholly owned subsidiary of the Issuer (the "Business Combination"). Prior to the consummation of the Business Combination (the "Effective Time"), each share of Series A-1 preferred stock of Old Jasper was converted into Class A common stock of Old Jasper. At the Effective Time, each issued and outstanding share of Class A common stock of Old Jasper was automatically cancelled and extinguished and converted into shares of common stock of the Issuer (the "Shares"). Represents 4,878,558 Shares acquired in the Business Combination and 750,000 Shares acquired in the private placement which closed concurrently with the Business Combination. |
| (2) | The securities of the Issuer are held by Abingworth Bioventures VII, LP ("Abingworth"). Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner VII LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to Abingworth LLP ("ALLP"), all investment and dispositive power over the securities held by Abingworth. |
| (3) | The Reporting Person, a Director of the Issuer, is a member of an investment committee of Abingworth which approves investment and voting decisions by majority vote and no individual member has the sole control or voting power over the securities held by Abingworth. Each of Abingworth, ALLP, Abingworth GP, Abingworth General Partner VII LLP, the Reporting Person and each member of the investment committee disclaims beneficial ownership of the common stock held by Abingworth, except to the extent of their pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
EMSTER KURT VON
C/O JASPER THERAPEUTICS, INC.
2200 BRIDGE PARKWAY, SUITE #102
REDWOOD CITY,, CA 94065 | X | X |
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Signatures
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| /s/ Jeet Mahal, as Attorney-in-Fact | | 10/1/2021 |
| **Signature of Reporting Person | Date |
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