10/22/2024 | Press release | Distributed by Public on 10/22/2024 15:32
FORM 4/A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Polaris Management Co. VII, L.L.C. ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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Polaris Partners VII, L.P. ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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Polaris Entrepreneurs' Fund VII, L.P. ONE MARINA PARK DRIVE 8TH FLOOR BOSTON, MA02210 |
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Polaris Partners X, L.P. ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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Polaris Partners GP X, L.L.C. ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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SCHULMAN AMY W ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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Chee Brian ONE MARINA PARK DRIVE, 8TH FLOOR BOSTON, MA02210 |
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/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Partners VII, L.P. | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C. | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as attorney-in-fact for Polaris Management Co. VII, L.L.C., general partner of Polaris Entrepreneurs' Fund VII, L.P. | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C., general partner of Polaris Partners X, L.P. | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as general counsel of Polaris Partners GP X, L.L.C. | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as attorney-in-fact for Brian Chee | 2024-10-22 |
**Signature of Reporting Person | Date |
/s/ Lauren Crockett, as attorney-in-fact for Amy Schulman | 2024-10-22 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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 October 15, 2024, the shares of Series A Prime Convertible Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
(2) | The reported securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, Amir Nashat, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "PMC VII Managing Members") are the managing members of PMC VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
(3) | The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the PMC VII Managing Members in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the PMC VII Managing Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
(4) | On October 15, 2024, the shares of Series B Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
(5) | The reported securities are owned directly by Polaris Partners X, L.P. ("PP X"). Polaris Partners GP X, L.L.C. ("PPGP X") is the general partner of PP X. Each of Amy Schulman and Brian Chee are the managing members of PPGP X (the "PPGP X Managing Members"). Amir Nashat ("Mr. Nashat"), a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat, in their respective capacities with respect to PPGP X, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP X. Each of PPGP X, the PPGP X Managing Members and Mr. Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PPGP X Managing Members, Mr. Nashat or PPGP X is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |