05/06/2025 | Press release | Distributed by Public on 05/06/2025 19:47
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
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 (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Foresite Capital Management VI LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Capital Management V, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Capital Opportunity Management V, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Capital Opportunity Fund V, L.P. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Capital Fund VI LP 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Labs Co-Invest V, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Labs Management I, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X | |||
Foresite Labs Fund I, L.P. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
X |
FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL OPPORTUNITY FUND V, L.P., By: Foresite Capital Opportunity Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL MANAGEMENT VI, LLC, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE CAPITAL FUND VI, L.P., By: Foresite Capital Management VI, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
LABS CO-INVEST V, LLC, By: Foresite Capital Management V, LLC, Its: Managing Member, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE LABS MANAGEMENT I, LLC, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date | |
FORESITE LABS FUND I, L.P., By: Foresite Labs Management I, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 05/06/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | The shares are held of record by Foresite Capital Fund VI, L.P. ("Fund VI"). Foresite Capital Management VI, LLC ("FCM VI") is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM VI, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, other than Fund VI, disclaims beneficial ownership of the shares held by Fund VI, except to the extent of such person's pecuniary interest in such securities. |
(2) | The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Fund V, disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities. |
(3) | The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Co-Invest, disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities. |
(4) | The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Opportunity Fund V, disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities. |
(5) | The shares are held of record by Foresite Labs Fund I, L.P. ("Labs Fund I"). Foresite Labs Management I, LLC ("FLM I") is the general partner of Labs Fund I and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FLM I, may be deemed to have sole voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Labs Fund I, disclaims beneficial ownership of the shares held by Labs Fund I, except to the extent of such person's pecuniary interest in such securities. |
(6) | The shares are held of record by Foresite Labs Affiliates 2021, LLC ("Labs Affiliates"). Foresite Labs, LLC ("Labs") is the managing member of Labs Affiliates and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, a manager of Labs, may be deemed to share voting and dispositive power over such shares. Each of the Reporting Persons disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and, other than Lab Affiliates, disclaims beneficial ownership of the shares held by Labs Affiliates, except to the extent of such person's pecuniary interest in such securities. |
Remarks: This Form 4 is one of three Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4s are Tananbaum, Labs Affiliates and Labs. |