05/04/2026 | Press release | Distributed by Public on 05/04/2026 16:09
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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 | ||||||||
| Stock Option (Right to Buy) | $18 | 04/30/2026 | A | 63,680 | (2) | 04/29/2036 | Common Stock | 63,680 | $ 0 | 63,680 | D | ||||
| Series B Preferred Stock | (1) | 05/04/2026 | C | 105,263 | (1) | (1) | Common Stock | 33,515 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gladstein Lana SEAPORT THERAPEUTICS, INC. 101 SEAPORT BLVD., FLOOR 12 BOSTON, MA 02210 |
General Counsel | |||
| /s/ Lana Gladstein, Attorney-in-Fact | 05/04/2026 | |
| **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) | Each share of Series B Preferred Stock (the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date. |
| (2) | The shares underlying this option shall vest in forty-eight (48) equal monthly installments following April 30, 2026, subject to the Reporting Person's continued service on each such vesting date. |