09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:21
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 | ||||||||
Equity Swap (obligation to buy)(1) | $40.0324 | 09/19/2025 | X/K(1) | 1 | (1) | (1) | Common Stock | 1,000,000 | (1) | 0 | I | See footnote(2) | |||
Equity Swap (obligation to buy)(3) | $19.0916 | 09/19/2025 | X/K(3) | 1 | (3) | (3) | Common Stock | 41,000 | (3) | 0 | I | See footnote(2) | |||
Equity Swap (obligation to buy)(4) | $17.8112 | 09/19/2025 | X/K(4) | 1 | (4) | (4) | Common Stock | 59,000 | (4) | 0 | I | See footnote(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RTW INVESTMENTS, LP 40 10TH AVENUE, FLOOR 7 NEW YORK, NY 10014 |
X | X | See remarks | |
WONG RODERICK C/O RTW INVESTMENTS, LP 40 10TH AVENUE, FLOOR 7 NEW YORK, NY 10014 |
X | X | See Remarks |
RTW Investments, LP, By /s/ Roderick Wong, M.D., Managing Partner | 09/23/2025 | |
**Signature of Reporting Person | Date | |
Roderick Wong, By /s/ Roderick Wong, M.D. | 09/23/2025 | |
**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) | On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd. previously reported on the Forms 4 filed by the Reporting Persons on May 13, 2021 and April 5, 2023, expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change. |
(2) | This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors. |
(3) | On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 22, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change. |
(4) | On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 23, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change. |
(5) | Represents restricted stock units ("RSUs") held by Dr. Wong that convert to common stock on a one-for-one basis. The RSUs will vest in full on June 18, 2026. |
Remarks: The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong, Gotham Makker, who serves as a Partner and Head of Strategic Investments of the Adviser, and Piratip Pratumsuwan, who serves as Managing Director, Research Analyst of the Adviser, currently serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |