06/11/2025 | Press release | Distributed by Public on 06/11/2025 15:00
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $7.8 | 06/09/2025 | M | 1,600 | (2) | 06/10/2025 | Common Stock | 1,600 | $ 0 | 0 | I(3) | By: Peter Harwin | |||
Stock Option (Right to Buy) | $12.31 | 06/10/2025 | M | 12,500 | 06/08/2023 | 06/10/2025 | Common Stock | 12,500 | $ 0 | 0 | I(3) | By: Peter Harwin |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
Fairmount Healthcare Fund II GP LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X | ||
Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA 19428 |
X | X |
/s/ Peter Harwin, Managing Member of Fairmount Funds Management LLC | 06/11/2025 | |
**Signature of Reporting Person | Date | |
/s/ Peter Harwin, Managing Member of Fairmount Healthcare Fund II GP LLC | 06/11/2025 | |
**Signature of Reporting Person | Date | |
/s/ Peter Harwin, Managing Member of Fairmount Healthcare Fund II L.P | 06/11/2025 | |
**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) | Fairmount Funds Management LLC ("Fairmount") and Fairmount Healthcare Fund II GP LLC ("Fairmount GP II") have voting power and investment power over the securities held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. |
(2) | Beginning on October 27, 2020, the option vested monthly over a three-year period, subject to Peter Harwin's continued service to the Issuer. Mr. Harwin, a Managing Member of Fairmount and Fairmount GP II, served on the Issuer's Board of Directors through March 10, 2025. |
(3) | Under Mr. Harwin's arrangement with Fairmount, Mr. Harwin held options received as director compensation from the Issuer 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 such options for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein. |
Remarks: The Reporting Persons 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 Issuer and is also a Managing Member of Fairmount Funds Management LLC. |