Amendment: SEC Form SCHEDULE 13G/A filed by Tempus AI Inc.
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Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Tempus AI, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
71535D106 (CUSIP Number) |
01/17/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 71535D106 |
| 1 | Names of Reporting Persons
Bradley A. Keywell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,848,971.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Mr. Keywell holds these shares indirectly through BK TL21 LLC ("BK"), a Delaware limited liability company of which he is the sole member and manager. As such, Mr. Keywell holds shared voting and dispositive power over the shares owned by BK. The percentage indicated is based on 167,989,074 shares of the issuer's Class A Common Stock, par value $0.0001, outstanding as of March 25, 2025 as reported in the issuer's Definitive Proxy Statement ("DEF 14A") filed with the SEC on April 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 71535D106 |
| 1 | Names of Reporting Persons
BK TL21 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,848,971.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: BK TL21 LLC ("BK"), a Delaware limited liability company, holds these shares directly, and as such, BK holds sole voting and dispositive power over the shares. The percentage is based on 167,989,074 shares of the issuer's Class A Common Stock, par value $0.0001, outstanding as of March 25, 2025 as reported in the issuer's DEF 14A filed with the SEC on April 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Tempus AI, Inc. | |
| (b) | Address of issuer's principal executive offices:
600 West Chicago Avenue, Suite 510, Chicago, IL, 60654 | |
| Item 2. | ||
| (a) | Name of person filing:
Bradley A. Keywell ("Mr. Keywell") and BK TL21 LLC ("BK"), each a "Reporting Person". | |
| (b) | Address or principal business office or, if none, residence:
Each Reporting Person's principal business address is:
4603 Franklin Pike
Nashville, TN 37220 | |
| (c) | Citizenship:
Mr. Keywell is a US citizen and BK is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
71535D106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
12,848,971 shares of Class A Common Stock, par value $0.0001. | |
| (b) | Percent of class:
7.6% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Keywell - 0.00
BK - 12,848,971 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Keywell - 12,848,971
BK - 0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Keywell - 0.00
BK - 12,848,971 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Keywell - 12,848,971
BK - 0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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