Large owner Kpcb Xvi Associates, Llc converted options into 1,064,916 shares (SEC Form 4)
$AMBQ
Semiconductors
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ambiq Micro, Inc. [ AMBQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 07/31/2025 | C | 748,046 | A | (1) | 1,172,079 | I | By: KPCB Holdings, Inc., as nominee(2)(3) | ||
| Common Stock | 07/31/2025 | C | 98,958 | A | (1) | 1,271,037 | I | By KPCB Holdings, Inc., as nominee(2)(4) | ||
| Common Stock | 07/31/2025 | C | 23,294 | A | (5) | 1,294,331 | I | By KPCB Holdings, Inc., as nominee(2)(6) | ||
| Common Stock | 07/31/2025 | C | 194,618 | A | (7) | 1,488,949 | I | By KPCB Holdings, Inc., as nominee(2)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (1) | 07/31/2025 | C | 748,046 | (1) | (1) | Common Stock | 748,046 | $0 | 0 | I | By: KPCB Holdings, Inc., as nominee(2)(3) | |||
| Series D Convertible Preferred Stock | (1) | 07/31/2025 | C | 98,958 | (1) | (1) | Common Stock | 98,958 | $0 | 0 | I | By: KPCB Holdings, Inc., as nominee(2)(4) | |||
| Series E Convertible Preferred Stock | (5) | 07/31/2025 | C | 22,594 | (5) | (5) | Common Stock | 23,294 | $0 | 0 | I | By: KPCB Holdings, Inc., as nominee(2)(6) | |||
| Series F Convertible Preferred Stock | (7) | 07/31/2025 | C | 171,064 | (7) | (7) | Common Stock | 194,618 | $0 | 0 | I | By: KPCB Holdings, Inc., as nominee(2)(8) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. |
| 2. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such individuals and entities. The managing member of Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and KPCB XVI Founders Fund, LLC ("KPCB XVI Founders") is KPCB XVI Associates, LLC ("KPCB XVI Associates"). L. John Doerr, Beth Seidenberg, Randy Komisar, Theodore E. Schlein, and Wen Hsieh, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI and KPCB XVI Founders. Such managing members disclaim beneficial ownership of all shares held by KPCB XVI and KPCB XVI Founders except to the extent of their pecuniary interest therein. |
| 3. Consists of 723,286 shares of Series C Convertible Preferred Stock held by KPCB XVI that automatically converted into 723,286 shares of Common Stock, and 24,760 shares of Series C Convertible Preferred Stock held by KPCB XVI Founders that automatically converted into 24,760 shares of Common Stock. |
| 4. Consists of 95,683 shares of Series D Convertible Preferred Stock held by KPCB XVI that automatically converted into 95,683 shares of Common Stock, and 3,275 shares of Series D Convertible Preferred Stock held by KPCB XVI Founders that automatically converted into 3,275 shares of Common Stock. |
| 5. The Series E Convertible Preferred Stock automatically converted immediately prior to the closing of the Issuer's initial public offering and had no expiration date. 22,594 outstanding shares of Series E Convertible Preferred Stock automatically converted into 23,294 shares of Common Stock. |
| 6. Consists of 21,846 shares of Series E Convertible Preferred Stock held by KPCB XVI that automatically converted into 22,523 shares of Common Stock, and 748 shares of Series E Convertible Preferred Stock held by KPCB XVI Founders that automatically converted into 771 shares of Common Stock. |
| 7. The Series F Convertible Preferred Stock automatically converted immediately prior to the closing of the Issuer's initial public offering and had no expiration date. 171,064 outstanding shares of Series F Convertible Preferred Stock automatically converted into 194,618 shares of Common Stock. |
| 8. Consists of 165,402 shares of Series F Convertible Preferred Stock held by KPCB XVI that automatically converted into 188,177 shares of Common Stock, and 5,662 shares of Series F Convertible Preferred Stock held by KPCB XVI Founders that automatically converted into 6,441 shares of Common Stock. |
| /s/ Susan Biglieri, Chief Financial Officer | 07/31/2025 | |
| /s/ Susan Biglieri, Chief Financial Officer | 07/31/2025 | |
| ** 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). | ||
| 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. | ||