03/25/2026 | Press release | Distributed by Public on 03/25/2026 16:03
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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) | $23.05 | 03/23/2026 | A | 37,313 | (1) | 03/23/2036 | Common Stock | 37,313 | $ 0 | 37,313 | I(2) | By: Peter Harwin | |||
| 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 | X | ||
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Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
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Fairmount Healthcare Co-Invest V L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
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Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | |||
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Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
| /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC | 03/25/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P. | 03/25/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest V L.P. | 03/25/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Tomas Kiselak | 03/25/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Harwin | 03/25/2026 | |
| **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 shares of common stock of the Issuer. This option will vest in equal monthly installments through March 23, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date. |
| (2) | Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP ("Fund II") and Fairmount Healthcare Co-Invest V L.P. ("Co-Invest"). Peter Harwin and Tomas Kiselak are the managers of Fairmount. Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
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Remarks: Fairmount, Fund II and Co-Invest may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount. |
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