Seaport Therapeutics Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 16:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ARCH Venture Partners XII, LLC
2. Issuer Name and Ticker or Trading Symbol
Seaport Therapeutics, Inc. [SPTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8755 W. HIGGINS ROAD, SUITE 1025
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
(Street)
CHICAGO, IL 60631
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/04/2026 C 2,513,686 A (1) 2,513,686 I By ARCH Venture Fund XII, L.P.(2)
Common Stock 05/04/2026 C 2,681,265 A (1) 5,194,951 I By ARCH Venture Fund XII, L.P.(2)
Common Stock 05/04/2026 P 1,100,000 A $18 6,294,951 I By ARCH Venture Fund XII, L.P.(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Series A-2 Preferred Stock (1) 05/04/2026 C 2,513,686 (1) (1) Common Stock 2,513,686 $ 0 0 I By ARCH Venture Fund XII, L.P.(2)
Series B Preferred Stock (1) 05/04/2026 C 2,681,265 (1) (1) Common Stock 2,681,265 $ 0 0 I By ARCH Venture Fund XII, L.P.(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARCH Venture Partners XII, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
ARCH Venture Partners XII, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
ARCH Venture Fund XII, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
CRANDELL KEITH
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
NELSEN ROBERT
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
Burow Kristina
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X
GILLIS STEVEN
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
X

Signatures

ARCH Venture Fund XII, L.P. By: ARCH Venture Partners XII, L.P., its General Partner By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 05/04/2026
**Signature of Reporting Person Date
ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact 05/04/2026
**Signature of Reporting Person Date
ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact 05/04/2026
**Signature of Reporting Person Date
/s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact 05/04/2026
**Signature of Reporting Person Date
/s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact 05/04/2026
**Signature of Reporting Person Date
/s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact 05/04/2026
**Signature of Reporting Person Date
/s/ Robert Nelsen, By: Mark McDonnell, attorney-in-fact 05/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Each share of Series A-2 and Series B Preferred Stock (collectively, the "Preferred Stock") was convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and automatically converted upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.
(2) Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
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Seaport Therapeutics Inc. published this content on May 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 04, 2026 at 22:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]