06/10/2025 | Press release | Distributed by Public on 06/10/2025 14:35
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) |
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) | $11.48 | 06/09/2025 | A | 23,746 | (1) | 06/09/2035 | Common Stock | 23,746 | $ 0 | 23,746 | I | See Footnotes(2)(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
RA Capital Nexus Fund III, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | |||
Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X |
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 06/10/2025 | |
**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. | 06/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. | 06/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Peter Kolchinsky, individually | 06/10/2025 | |
**Signature of Reporting Person | Date | |
/s/ Rajeev Shah, individually | 06/10/2025 | |
**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) | Represents the grant of a stock option to Jake Simson pursuant to the Issuer's Non-Employee Director Compensation Policy. The shares underlying this option shall vest upon the earlier of (i) June 9, 2026, and (ii) the date of the next Annual Meeting of Stockholders of the Issuer, subject to Dr. Simson's continued service on such vesting date. |
(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 III, L.P. (the "Nexus Fund III"). 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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. |
(3) | Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson 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 III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock. |
Remarks: Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors. |