05/29/2026 | Press release | Distributed by Public on 05/29/2026 15:58
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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) | $72.51 | 05/27/2026 | A | 8,026 | (1) | 05/27/2036 | Common Stock | 8,026 | $ 0 | 8,026 | I | By Tomas Kiselak(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 05/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak | 05/29/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 05/29/2026 | |
| **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) | This option represents a right to purchase 8,026 shares of the Issuer's common stock, which will vest and become fully exercisable upon the earlier of May 27, 2027 or the date of the Issuer's 2027 annual meeting of stockholders, subject to Tomas Kiselak's continuous service to the Issuer through the applicable vesting date. |
| (2) | Under Mr. Kiselak's arrangement with Fairmount Funds Management LLC (the "Adviser"), Mr. Kiselak holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). Mr. Kiselak is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Kiselak therefore disclaims beneficial ownership of the option and underlying common stock, except to the extent of his pecuniary interest therein. |
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Remarks: The Adviser and Fairmount Healthcare Fund II L.P. may each be deemed a director by deputization of Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is also a Managing Member of the Adviser. |
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