SEC FORM 4

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^*

Flanagan Mimi

(Last)

(First)

(Middle)

100 FEDERAL STREET

20TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zapata Computing Holdings Inc. [ ZPTA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2024		A		13,140	A	⁽¹⁾	13,140	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.02	03/28/2024		A		21,139		⁽²⁾	03/24/2031	Common Stock	21,139	⁽³⁾	21,139	D
Stock Option (Right to Buy)	$2.02	03/28/2024		A		45,705		⁽⁴⁾	02/04/2031	Common Stock	45,705	⁽⁵⁾	45,705	D
Stock Option (Right to Buy)	$2.7	03/28/2024		A		102,838		⁽⁶⁾	10/13/2031	Common Stock	102,838	⁽⁷⁾	102,838	D

Explanation of Responses:

1. Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement"), dated as of September 6, 2023, by and among Andretti Acquisition Corp., Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for 14,375 shares of common stock of Private Zapata.

2. The option became or will become exercisable in equal monthly installments over four years from January 26, 2021.

3. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 23,125 shares of common stock of Private Zapata at a purchase price of $1.84 per share.

4. The option became or will become exercisable over four years from January 26, 2021, with 25% vested on January 26, 2022 and the remainder vesting in equal monthly installments thereafter.

5. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 50,000 shares of common stock of Private Zapata at a purchase price of $1.84 per share.

6. The option became or will become exercisable in equal monthly installments over four years from October 1, 2021.

7. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 112,500 shares of common stock of Private Zapata at a purchase price of $2.46 per share.

	/s/ Stacie S. Aarestad, Attorney-in-Fact	04/01/2024
	** 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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Flanagan Mimi was granted 13,140 shares (SEC Form 4)