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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, $0.0001 Par Value Per Share (Title of Class of Securities) |
88023B103 (CUSIP Number) |
03/31/2025 (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. | 88023B103 |
| 1 | Names of Reporting Persons
Eric Paul Lefkofsky | ||||||||
| 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
44,868,817.00 | ||||||||
| 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)
25.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 88023B103 |
| 1 | Names of Reporting Persons
Blue Media, 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
30,692,436.00 | ||||||||
| 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)
17.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 88023B103 |
| 1 | Names of Reporting Persons
Gray Media, 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
9,407,283.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
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:
Eric Paul Lefkofsky ("Mr. Lefkofsky")
Blue Media, LLC ("Blue Media")
Gray Media, LLC ("Gray Media" and together with Mr. Lefkofsky and Blue Media, the "Reporting Persons")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
c/o Tempus AI, Inc.
600 West Chicago Avenue, Suite 510
Chicago, IL 60654 | |
| (c) | Citizenship:
Individuals: Mr. Lefkofsky - United States
Entities: Blue Media - Delaware
Gray Media - Delaware | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 Par Value Per Share | |
| (e) | CUSIP No.:
88023B103 | |
| 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:
Mr. Lefkofsky beneficially owns 44,868,817 shares which consists of: (i) 4,220,589 shares of the Issuer's Class A Common Stock, (ii) 37,500 shares of the Issuer's Class A Common Stock issuable upon the vesting of restricted stock units within 60 days of March 31, 2025, (iii) 206 shares of the Issuer's Class A Common Stock held by Black Media, LLC ("Black Media"), (iv) 25,827,132 shares of the Issuer's Class A Common Stock held by Blue Media, (v) 9,407,283 shares of the Issuer's Class A Common Stock held by Gray Media, (vi) 332,131 shares of the Issuer's Class A Common Stock held by Lefkofsky Family Foundation DTD 9/5/06 Eric Lefkofsky TTEE (the "Foundation"), (vii) 187 shares of the Issuer's Class A Common Stock held by 346 Long LLC, (viii) 178,485 shares of the Issuer's Class A Common Stock issuable upon conversion of 178,485 shares of the Issuer's Class B Common Stock held by Black Media, (ix) 4,865,304 shares of the Issuer's Class A Common Stock issuable upon conversion of 4,865,304 shares of the Issuer's Class B Common Stock held by Blue Media. Mr. Lefkofsky is the sole manager of each of Black Media, Blue Media and Gray Media and a member of, and controls a limited liability company that is a member of, 346 Long LLC. Mr. Lefkofsky and his wife, Elizabeth Lefkofsky, serve as trustees of the Foundation. Mr. Lefkofsky holds shared voting and dispositive power of the securities reported herein.
Blue Media beneficially owns 30,692,436 shares which consists of: (i) 25,827,132 shares of the Issuer's Class A Common Stock held by Blue Media and (ii) 4,865,304 shares of the Issuer's Class A Common Stock issuable upon conversion of 4,865,304 shares of the Issuer's Class B Common Stock held by Blue Media. Mr. Lefkofsky is the sole manager of Blue Media and shares voting and dispositive power of the securities reported herein.
Gray Media beneficially owns 9,407,283 shares of Class A Common Stock. Mr. Lefkofsky is the sole manager of Gray Media and shares voting and dispositive power of the securities reported herein.
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| (b) | Percent of class:
Mr. Lefkofsky owns 25.9% of Class A Common Stock and 25.9% of combined Common Stock.
Blue Media owns 17.8% of Class A Common Stock and 17.7% of combined Common Stock.
Gray Media owns 5.6% of Class A Common Stock and 5.4% of combined Common Stock.
These percentages are calculated based upon (i) 167,989,074 shares of the Issuer's Class A Common Stock and (ii) 5,043,789 shares of the Issuer's Class B Common Stock outstanding as of March 31, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
In addition, calculation of the percentage of Class A Common Stock beneficially owned by each Reporting Person includes shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock beneficially owned by such Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of such Reporting Person.
Calculation of the percentages of Class A Common Stock and combined Common Stock beneficially owned by each Reporting Person also includes shares of the Issuer's Class A Common Stock issuable upon the vesting of restricted stock units within 60 days of March 31, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages. | ||
| 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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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |
EX 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of Tempus AI, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of May 9, 2025.
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/s/ Eric Paul Lefkofsky |
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Eric Paul Lefkofsky | ||||||||||
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BLUE MEDIA, LLC
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By: | /s/ Eric Paul Lefkofsky |
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Name: | Eric Paul Lefkofsky |
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Title: | Manager |
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GRAY MEDIA, LLC
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By: | /s/ Eric Paul Lefkofsky |
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Name: | Eric Paul Lefkofsky |
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Title: | Manager |
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