06/09/2023 | Press release | Distributed by Public on 06/09/2023 14:32
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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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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON, MA02116 |
X | X |
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RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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RA Capital Nexus Fund, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 2023-06-09 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. | 2023-06-09 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P. | 2023-06-09 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, individually | 2023-06-09 |
**Signature of Reporting Person | Date |
/s/ Rajeev Shah, individually | 2023-06-09 |
**Signature of Reporting Person | Date |
(*) | 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 subject to the option vest 100% on the first to occur of (i) June 7, 2024 or (ii) the day immediately preceding the first annual meeting of the Issuer's stockholders to occur after the date of grant of the award. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Reporting Person's separation from service with the Issuer due to the Reporting Person's death or "disability" (as described in the applicable award agreement). |
(2) | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
(3) | Under Mr. Scheiner's arrangement with the Adviser, Mr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund. Mr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest. |