Form SC 13G - Statement of Beneficial Ownership by Certain Investors
12 Novembro 2024 - 6:30PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Tempus
AI, Inc.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value per share
(Title
of Class of Securities)
71535D106
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1(b) |
☐ |
Rule
13d-1(c) |
☒ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 71535D106 |
Schedule
13G |
Page
1 of 6 |
1 |
Names
of Reporting Persons
Red
Sky Ventures LLC |
|
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC
Use Only
|
|
4 |
Citizenship
or Place of Organization
Delaware
|
|
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
16,560,249 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
16,560,249 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,560,249 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
10.9% |
12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
CUSIP
No. 71535D106 |
Schedule
13G |
Page
2 of 6 |
1 |
Names
of Reporting Persons
Kimberly
Jo Keywell |
|
2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐
|
3 |
SEC
Use Only
|
|
4 |
Citizenship
or Place of Organization
United
States |
|
Number
of Shares
Beneficially Owned by
Each Reporting Person
With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
16,560,249 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
16,560,249 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,560,249 |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
11 |
Percent
of Class Represented by Amount in Row 9
10.9% |
12 |
Type
of Reporting Person
IN
|
CUSIP
No. 71535D106 |
Schedule
13G |
Page
3 of 6 |
ITEM
1. |
(a) | Name
of Issuer: |
Tempus
AI, Inc. (the “Issuer”).
| (b) | Address
of Issuer’s Principal Executive Offices: |
600
West Chicago Avenue, Suite 510, Chicago, IL 60654
ITEM
2. |
(a) | Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
Red
Sky Ventures LLC (“Red Sky”)
Kimberly
Jo Keywell
| (b) | Address
or Principal Business Office: |
The
principal business address of each of the Reporting Persons is 1001 Green Bay Road, Suite 146, Winnetka, IL 60093.
| (c) | Citizenship
of each Reporting Person is: |
Red
Sky is organized under the laws of the state of Delaware. Ms. Keywell is a citizen of the United States.
| (d) | Title
of Class of Securities: |
Class
A common stock, par value $0.0001 per share (“Class A Common Stock”).
71535D106
Not
applicable.
CUSIP
No. 71535D106 |
Schedule
13G |
Page
4 of 6 |
(a-c)
The
ownership information presented below represents beneficial ownership of shares of Class A Common Stock as of the date hereof, based
upon 152,401,894 shares of Class A Common Stock outstanding as of November 4, 2024, as disclosed in the Issuer’s quarterly report
on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2024.
Reporting Person | |
Amount beneficially owned | | |
Percent of class: | | |
Sole
power to
vote or to
direct
the vote: | | |
Shared
power to
vote or to
direct the
vote: | | |
Sole power to dispose or to direct the disposition of: | | |
Shared power to dispose or to direct the disposition of: | |
Red Sky Ventures LLC | |
| 16,560,249 | | |
| 10.9 | % | |
| 0 | | |
| 16,560,249 | | |
| 0 | | |
| 16,560,249 | |
Kimberly Jo Keywell | |
| 16,560,249 | | |
| 10.9 | % | |
| 0 | | |
| 16,560,249 | | |
| 0 | | |
| 16,560,249 | |
Red
Sky is the record holder of the shares of Class A Commoon Stock reported herein. Ms. Keywell is the sole member and manager of Red Sky.
As a result, Ms. Keywell may be deemed to share beneficial ownership of the shares of Class A Common Stock directly held by Red Sky.
ITEM
5. | Ownership
of Five Percent or Less of a Class. |
Not
applicable.
ITEM
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
ITEM
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not
applicable.
ITEM
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
ITEM
9. | Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
CUSIP
No. 71535D106 |
Schedule
13G |
Page
5 of 6 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: |
November
12, 2024 |
|
|
|
|
|
|
|
|
Red
Sky Ventures LLC |
|
|
|
|
|
|
By: |
/s/
Kimberly Jo Keywell |
|
|
Name: |
Kimberly
Jo Keywell |
|
|
Title: |
President |
|
|
|
|
|
|
Kimberly
Jo Keywell |
|
|
|
|
|
/s/
Kimberly Jo Keywell |
CUSIP
No. 71535D106 |
Schedule
13G |
Page
6 of 6 |
LIST
OF EXHIBITS
Exhibit
99
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that
they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of November, 2024.
|
Red
Sky Ventures LLC |
|
|
|
|
By: |
/s/
Kimberly Jo Keywell |
|
Name: |
Kimberly
Jo Keywell |
|
Title: |
President |
|
|
|
|
Kimberly
Jo Keywell |
|
|
|
/s/
Kimberly Jo Keywell |
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