03/04/2026 | Press release | Distributed by Public on 03/04/2026 18:01
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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) | $1.55 | 03/02/2026 | M | 53,714 | (5) | 03/30/2033 | Common Stock | 53,714 | $ 0 | 15,969 | D | ||||
| Stock Option (Right to Buy) | $2.76 | 03/02/2026 | M | 11,638 | (5) | 11/11/2033 | Common Stock | 11,638 | $ 0 | 3,460 | D | ||||
| Stock Option (Right to Buy) | $2.76 | 03/02/2026 | M | 5,101 | (6) | 03/19/2034 | Common Stock | 5,101 | $ 0 | 5,101 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Shaikhly Samira C/O SEPTERNA, INC. 250 EAST GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080 |
Chief People Officer | |||
| /s/ Mark A. Wilson, Attorney-in-Fact | 03/04/2026 | |
| **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) | Includes 793 shares acquired under the Septerna, Inc. 2024 Employee Stock Purchase Plan on October 31, 2025 in a transaction that was exempt under Rule 16b-3(c). |
| (2) | This transaction was effected pursuant to a Rule 10b5-1 sales plan adopted by the Reporting Person on October 31, 2025. |
| (3) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $26.90 to $27.89. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (4) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $27.90 to $28.70. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (5) | 25% of the shares underlying this option vested on February 1, 2024, with the remainder vesting in thirty-six substantially equal monthly installments thereafter, subject to the Reporting Person's continuous service the Issuer on each such vesting date. |
| (6) | 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 1, 2024, subject to the Reporting Person's continuous service to the Issuer on each such date. |