06/05/2025 | Press release | Distributed by Public on 06/05/2025 16:06
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 | ||||||||
Stock Option (right to buy) | $1.07 | 06/04/2025 | A | 19,500 | (3) | 06/04/2035 | Common Stock | 19,500 | $ 0 | 19,500 | D(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stoppel Laura C/O RA CAPITAL MANAGEMENT 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X |
/s/ Derek Meisner, Attorney-in-Fact | 06/05/2025 | |
**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) | Represents a restricted stock unit ("RSU") award. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in full on the earlier of the first anniversary of the date of grant or the 2026 annual stockholder meeting, subject to the Reporting Person's continuous service through such vesting date. |
(2) | Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option and RSUs for the benefit of the R.A. Capital Healthcare Fund, L.P. (the "Fund"), R.A. Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement, as applicable, which will offset advisory fees owed by the Fund, Nexus Fund II and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and RSUs and underlying common stock. |
(3) | The shares subject to the option will vest in full on the earlier of the first anniversary of the date of grant or the 2026 annual stockholder meeting, subject to the Reporting Person's continuous service through such vesting date. |