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).

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

100100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DA32 Life Science Tech Acquisition Corp. [ DALS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2021

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)

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)
Class B Common Stock	⁽¹⁾	08/05/2021		D⁽²⁾			701,250	⁽¹⁾	⁽¹⁾	Class A Common Stock	701,250⁽²⁾	$0.00	4,495,000⁽³⁾	I	Through DA32 Sponsor LLC⁽⁴⁾

Explanation of Responses:

1. The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock as described under the heading "Description of Shares" in the Issuer's Registration Statement on Form S-1 File No. 333-257679) (the "Registration Statement") and have no expiration date.

2. On August 5, 2021, DA32 Sponsor LLC ("Sponsor") forfeited 701,250 shares of Class B Common Stock to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, in connection with the underwriters' election to forfeit their overallotment option on August 4, 2021. The forfeiture was not within the Reporting Person's control as it occurred exclusively due to the underwriters' decision not to exercise the overallotment option and occurred shortly after the Issuer filed the final statutory prospectus for the initial public offering (the "IPO") disclosing all material information about the Issuer and the IPO.

3. Includes 30,000 shares of Class B Common Stock held directly by the Reporting Person.

4. Sponsor is the record holder of the securities reported herein. As a managing member of Sponsor, ARCH Venture Fund XI, L.P. ("AVF") may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVF, ARCH Venture Partners XI, L.P. ("AVP LP") may be deemed to beneficially own the securities owned directly by Sponsor. As the sole general partner of AVP LP, ARCH Venture Partners XI, LLC ("AVP LLC") may be deemed to beneficially own securities owned directly by Sponsor. As a member of the investment committee of AVP LLC, Keith Crandell may be deemed to beneficially own securities owned directly by Sponsor. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

Henrikki Harsu, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on July 27, 2021 by Keith Crandell.

	/s/ Henrikki Harsu, Attorney-in-Fact	08/09/2021
	** 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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SEC Form 4 filed by CRANDELL KEITH