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*
Section 32 Fund 3, LP

(Last) (First) (Middle)
DA32 LIFE SCIENCE TECH ACQUISITION CORP
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(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) X Other (specify below)
Director by Deputization
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share (1) 08/05/2021 D(2) 701,250(2) (1) (1) Class A Common Stock 701,250 $0.00 4,695,000 I Through DA32 Sponsor LLC(3)(4)
Class B Common Stock, par value $0.0001 per share (1) 08/05/2021 D(5) 30,000(5) (1) (1) Class A Common Stock 30,000 $0.00 4,665,000 D(3)
1. Name and Address of Reporting Person*
Section 32 Fund 3, LP

(Last) (First) (Middle)
DA32 LIFE SCIENCE TECH ACQUISITION CORP
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
1. Name and Address of Reporting Person*
Section 32 GP 3, LLC

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
1. Name and Address of Reporting Person*
Maris William J

(Last) (First) (Middle)
345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)
NEW YORK NY 10010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
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 Persons' 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. This Form 4 is filed jointly by Section 32 Fund 3, LP ("S32 Fund"), Section 32 GP 3, LLC ("S32 GP") and William J. Maris (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
4. Sponsor is the record holder of the securities reported herein. As a managing member of Sponsor, S32 Fund may be deemed to beneficially own the securities owned directly by Sponsor. As the general partner of S32 Fund, S32 GP may be deemed to beneficially own the securities owned directly by Sponsor. As the sole Managing Member of S32 GP, William J. Maris may be deemed to beneficially own securities owned directly by Sponsor.
5. On August 5, 2021, the Reporting Persons forfeited 30,000 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 Persons' 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 IPO disclosing all material information about the Issuer and the IPO.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. Henrikki Harsu, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24.1, 24.2 and 24.3 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 Section 32 Fund 3, LP, Section 32 GP 3, LLC and William J Maris. Steve Kafka, an employee of Section 32 Fund 3, LP, serves as a director of the Issuer.
/s/ Henrikki Harsu, Attorney-in-Fact for Section 32 Fund 3, LP 08/09/2021
/s/ Henrikki Harsu, Attorney-in-Fact for Section 32 GP 3, LLC 08/09/2021
/s/ Henrikki Harsu, Attorney-in-Fact for William J Maris 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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