Tempus AI Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 17:20

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Leonsis Theodore
2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [TEM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TEMPUS AI, INC., 600 WEST CHICAGO AVENUE, SUITE 510 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
CHICAGO, IL 60654 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Class A Common Stock 12/11/2024 M 210,000 A $0.8542 210,000 I By Revolution Growth Management Company, Inc.(1)
Class A Common Stock 12/11/2024 F(2) 4,153 D $43.19 205,847 I By Revolution Growth Management Company, Inc.(1)
Class A Common Stock 12/11/2024 S 166,851 D $40.73(3) 3,494,097 I By Revolution Growth III, LP(1)
Class A Common Stock 12/11/2024 S 233,149 D $41.6(4) 3,260,948 I By Revolution Growth III, LP(1)
Class A Common Stock 13,514 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $0.8542 12/11/2024 M 210,000 (5) 03/12/2028 Class A Common Stock 210,000 $ 0 0 I By Revolution Growth Management Company, Inc.(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leonsis Theodore
C/O TEMPUS AI, INC.
600 WEST CHICAGO AVENUE, SUITE 510
CHICAGO, IL 60654 		X

Signatures

/s/ Andrew Polovin, Attorney-in-Fact 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person is a member of the investment committee of the ultimate general partner of Revolution Growth III, LP ("RG III") and a member of the board of directors of Revolution Growth Management Company, Inc. ("RGMC") and may be deemed to share dispositive power over the shares held by RG III and RGMC.
(2) Shares withheld by the Issuer to satisfy the exercise price of the option exercise.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.185 to $41.175 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4).
(4) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.18 to $42.01 inclusive.
(5) Fully vested and exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.