Karuna Therapeutics Inc.
07/01/2022 | Press release | Distributed by Public on 07/01/2022 11:24
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HEALY JAMES SOFINNOVA INVESTMENTS, INC., 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 |
X |
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Signatures
| /s/ Nathalie Auber, Attorney-in-Fact | 2022-06-30 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | All shares held by Sofinnova Synergy Master Fund, LP (the "Fund"). Sofinnova Synergy Fund GP, LLC (the "GP"), the general partner of the Fund, may be deemed to have sole voting and dispositive power over these shares, and Dr. James I. Healy and Dr. Eric Delbridge, the managing members of the GP, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $121.50 to $122.00, inclusive. The reporting person undertakes to provide to Karuna Therapeutics, Inc., any security holder of Karuna Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote (2) to this Form 4. |
| (3) | All shares held by Sofinnova Venture Partners X, LP ("SVP X"). Sofinnova Management X, LLC (the "SM X"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $122.755 to $123.00, inclusive. The reporting person undertakes to provide to Karuna Therapeutics, Inc., any security holder of Karuna Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote (4) to this Form 4. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $124.00 to $124.99, inclusive. The reporting person undertakes to provide to Karuna Therapeutics, Inc., any security holder of Karuna Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote (5) to this Form 4. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $122.145 to $122.962, inclusive. The reporting person undertakes to provide to Karuna Therapeutics, Inc., any security holder of Karuna Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote (6) to this Form 4. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $123.21 to $123.50, inclusive. The reporting person undertakes to provide to Karuna Therapeutics, Inc., any security holder of Karuna Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote (7) to this Form 4. |