03/27/2026 | Press release | Distributed by Public on 03/27/2026 15:50
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Venrock Healthcare Capital Partners III, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Co-Investment Holdings III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management EG, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Venrock Healthcare Capital Partners EG, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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VHCP Management III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Koh Bong Y C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
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Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
X | |||
| Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact | 03/27/2026 | |
| **Signature of Reporting Person | Date | |
| Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact | 03/27/2026 | |
| **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 price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $16.51 to $17.50 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (2) | Consists of (i) 1,105,126 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 110,550 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 3,913,824 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| (3) | VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these securities. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these securities. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these securities. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these securities except to the extent of its or his indirect pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $17.51 to $17.55 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (5) | Consists of (i) 1,105,092 shares held by VHCP3; (ii) 110,547 shares held by VHCP Co-3; and (iii) 3,913,701 shares held by VHCP EG. |
| (6) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $17.07 to $18.06 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (7) | Consists of (i) 1,100,485 shares held by VHCP3; (ii) 110,085 shares held by VHCP Co-3; and (iii) 3,897,384 shares held by VHCP EG. |
| (8) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $18.07 to $19.06 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (9) | Consists of (i) 1,097,164 shares held by VHCP3; (ii) 109,752 shares held by VHCP Co-3; and (iii) 3,885,621 shares held by VHCP EG. |
| (10) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $19.07 to $19.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| (11) | Consists of (i) 1,096,478 shares held by VHCP3; (ii) 109,684 shares held by VHCP Co-3; and (iii) 3,883,192 shares held by VHCP EG. |