01/07/2025 | Press release | Distributed by Public on 01/07/2025 16:59
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 | $12.52 | 05/22/2024 | J(1) | 22,000 | (2) | 05/22/2034 | Common Stock | 22,000 | $ 0 | 0 | D | ||||
Stock Option | $12.52 | 05/22/2024 | J(1) | 22,000 | (2) | 05/22/2034 | Common Stock | 22,000 | $ 0 | 22,000 | I | See footnote(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Slingsby Brian Taylor SHOTO CITY HOUSE 203, 1-23-3, SHOTO, SHIBUYA-KU TOKYO, M0 150-0046 |
X | X | ||
Catalys Pacific Fund, LP PO BOX 309, UGLAND HOUSE, CAYMAN ISLANDS GRAND CAYMAN, E9 KY1-1104 |
X |
Brian Taylor Slingsby by: /s/ Adam Levy, Attorney-in-fact | 01/07/2025 |
**Signature of Reporting Person | Date |
Catalys Pacific Fund, LP, By: Catalys Pacific Fund GP, LP, its General Partner, By: Catalys Pacific, LLC, its General Partner, By: Brian Taylor Slingsby, its Managing Partner, By: /s/ Adam Levy, Attorney-in-fact | 01/07/2025 |
**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 stock options transferred pursuant to an option transfer agreement between the Reporting Person and Catalys Pacific Fund, LP. |
(2) | The stock option award vests in 12 substantially equal monthly installments beginning on June 22, 2024. In the event that the next annual meeting of stockholders occurs prior to May 22, 2025, any remaining unvested portion of the stock option award will vest on the date of such meeting. |
(3) | Represents securities held directly by Catalys Pacific Fund, LP. The general partner of Catalys Pacific Fund, LP is Catalys Pacific Fund GP, LP. Brian Taylor Slingsby is the managing partner of Catalys Pacific, LLC, which is the general partner of Catalys Pacific Fund GP, LP. Catalys Pacific, LLC, Catalys Pacific Fund GP, LP and Brian Taylor Slingsby may be deemed to have voting and investment power over the shares held of record by Catalys Pacific Fund, LP. Each of Catalys Pacific, LLC, Catalys Pacific Fund GP, LP and Brian Taylor Slingsby disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |