10/15/2024 | Press release | Distributed by Public on 10/15/2024 15:57
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
5AM Partners VI, LLC 4 EMBARCADERO CENTER, SUITE 3110 SAN FRANCISCO, CA94111 |
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5AM Ventures VI, L.P. 4 EMBARCADERO CENTER, SUITE 3110 SAN FRANCISCO, CA94111 |
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X |
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5AM Opportunities II (GP), LLC 4 EMBARCADERO CENTER, SUITE 3110 SAN FRANCISCO, CA94111 |
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X |
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5AM Opportunities II, L.P. 4 EMBARCADERO CENTER, SUITE 3110 SAN FRANCISCO, CA94111 |
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X |
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PARMAR KUSH C/O 5AM VENTURE MANAGEMENT, LLC 4 EMBARCADERO CENTER, SUITE 3110 SAN FRANCISCO, CA94111 |
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X |
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5AM Partners VI, LLC, By /s/ Kush Parmar, Managing Member | 2024-10-15 |
**Signature of Reporting Person | Date |
5AM Ventures VI, L.P., By: 5AM Partners VI, LLC, its General Partner, By /s/ Kush Parmar, Managing Member | 2024-10-15 |
**Signature of Reporting Person | Date |
5AM Opportunities II (GP), LLC, By /s/ Kush Parmar, Managing Member | 2024-10-15 |
**Signature of Reporting Person | Date |
5AM Opportunities II, L.P., By: 5AM Opportunities II (GP), LLC, its General Partner, By /s/ Kush Parmar, Managing Member | 2024-10-15 |
**Signature of Reporting Person | Date |
/s/ Kush Parmar | 2024-10-15 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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 Prime Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a 11.2158-for-one basis without payment of further consideration. Immediately prior to the closing of the Issuer's initial public offering, the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date. |
(2) | The shares are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VI. Each of Partners VI and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports. |
(3) | The shares are directly held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the sole general partner of Opportunities II. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities II. Each of Opportunities II GP and Dr. Parmar disclaims beneficial ownership of such shares, except to the extent of its or his respective pecuniary interest therein. Mr. Schwab is a director of the Issuer and files separate Section 16 reports. |