Sec Form 3 Filing - KPCB XVI Associates, LLC @ Ambiq Micro, Inc. - 2025-07-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KPCB XVI Associates, LLC
2. Issuer Name and Ticker or Trading Symbol
Ambiq Micro, Inc. [ AMBQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS, 2750 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2025
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 424,033 I By: KPCB Holdings, Inc., as nominee ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 3 ) ( 3 ) ( 3 ) Common Stock 748,046 I By: KPCB Holdings, Inc., as nominee ( 1 ) ( 4 )
Series D Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 98,958 I By: KPCB Holdings, Inc., as nominee ( 1 ) ( 5 )
Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 23,294 I By: KPCB Holdings, Inc., as nominee ( 1 ) ( 7 )
Series F Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 194,618 I By: KPCB Holdings, Inc., as nominee ( 1 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KPCB XVI Associates, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA94025
X
Kleiner Perkins Caufield & Byers XVI, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
/s/ Susan Biglieri, Chief Financial Officer 07/29/2025
Signature of Reporting Person Date
/s/ Susan Biglieri, Chief Financial Officer 07/29/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Consists of 409,998 shares of Common Stock held by KPCB XVI and 14,035 shares held by KPCB XVI Founders.
( 3 )The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are convertible on a one-for-one basis into Common Stock at any time at the Reporting Person's election and will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.
( 4 )Consists of 723,286 shares of Common Stock issuable upon the conversion of Series C Convertible Preferred Stock held by KPCB XVI and 24,760 shares held by KPCB XVI Founders.
( 5 )Consists of 95,683 shares of Common Stock issuable upon the conversion of Series D Convertible Preferred Stock held by KPCB XVI and 3,275 shares held by KPCB XVI Founders,
( 6 )The Series E Convertible Preferred Stock is convertible into Common Stock at any time at the Reporting Person's election and will convert automatically immediately prior to the closing of the Issuer's initial public offering and has no expiration date. 22,594 outstanding shares of Series E Convertible Preferred Stock will automatically convert into 23,294 shares of Common Stock, immediately prior to the closing of the Issuer's initial public offering.
( 7 )Consists of 22,523 shares of Common Stock issuable upon the conversion of Series E Convertible Preferred Stock held by KPCB XVI and 771 shares held by KPCB XVI Founders.
( 8 )The Series F Convertible Preferred Stock is convertible into Common Stock at any time at the Reporting Person's election and will convert automatically immediately prior to the closing of the Issuer's initial public offering and has no expiration date. 171,064 outstanding shares of Series F Convertible Preferred Stock shall automatically convert into 194,618 shares of Common Stock, immediately prior to the closing of the Issuer's initial public offering.
( 9 )Consists of 188,177 shares of Common Stock issuable upon the conversion of Series F Convertible Preferred stock held by KPCB XVI and 6,441 shares held by KPCB XVI Founders.

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