4D Molecular Therapeutics Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 15:34

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BVF PARTNERS L P/IL
2. Issuer Name and Ticker or Trading Symbol
4D Molecular Therapeutics, Inc. [FDMT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
44 MONTGOMERY ST., 40TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
SAN FRANCISCO, CA 94104 		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, $0.0001 par value(1) 11/08/2024 J(2) 3,062,000 D (2) 830,237 D(3)
Common Stock, $0.0001 par value(1) 11/08/2024 J(2) 2,378,000 D (2) 662,970 D(4)
Common Stock, $0.0001 par value(1) 11/08/2024 J(2) 240,000 D (2) 87,911 D(5)
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
Pre-Funded Warrant $0.0001 11/08/2024 J(2) 3,062,000 (6) (6) Common Stock, $0.0001 par value(1) 3,062,000 (2) 3,062,000 D(3)
Pre-Funded Warrant $0.0001 11/08/2024 J(2) 2,378,000 (6) (6) Common Stock, $0.0001 par value(1) 2,378,000 (2) 2,378,000 D(4)
Pre-Funded Warrant $0.0001 11/08/2024 J(2) 240,000 (6) (6) Common Stock, $0.0001 par value(1) 240,000 (2) 240,000 D(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
44 MONTGOMERY ST.
40TH FLOOR
SAN FRANCISCO, CA 94104 		See Explanation of Responses
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104 		See Explanation of Responses
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 		See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104 		See Explanation of Responses
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 		See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 		See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 		See Explanation of Responses
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 		See Explanation of Responses
BVF INC/IL
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104 		See Explanation of Responses
LAMPERT MARK N
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA 94104 		See Explanation of Responses

Signatures

BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2024
**Signature of Reporting Person Date
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2024
**Signature of Reporting Person Date
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2024
**Signature of Reporting Person Date
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2024
**Signature of Reporting Person Date
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2024
**Signature of Reporting Person Date
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2024
**Signature of Reporting Person Date
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2024
**Signature of Reporting Person Date
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2024
**Signature of Reporting Person Date
BVF Inc., By: /s/ Mark N. Lampert, President 11/13/2024
**Signature of Reporting Person Date
/s/ Mark N. Lampert 11/13/2024
**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) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that previously collectively beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2) On November 8, 2024, certain of the Reporting Persons entered into an Exchange Agreement with the Issuer (the "Exchange Agreement"), pursuant to which such Reporting Persons agreed to exchange an aggregate of 5,775,000 shares of common stock of the Issuer for a total of 5,775,000 Pre-Funded Warrants (the "Pre-Funded Warrants"). Pursuant to the Exchange Agreement, BVF exchanged 3,062,000 shares for 3,062,000 Pre-Funded Warrants, BVF2 exchanged 2,378,000 shares for 2,378,000 Pre-Funded Warrants and Trading Fund OS exchanged 240,000 shares for 240,000 Pre-Funded Warrants.
(3) Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
(4) Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
(5) Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
(6) Each Pre-Funded Warrant may be exercised for one share of common stock. The Pre-Funded Warrants are exercisable at any time and do not expire. A holder of Pre-Funded Warrants may not exercise such Pre-Funded Warrants if, after giving effect or immediately prior to to such exercise, such holder, its Attribution Parties (as defined in the Warrant To Purchase Shares of Common Stock) and any other persons whose beneficial ownership of shares of common stock would be aggregated with such holder's for purposes of Section 13(d) of the Exchange Act, would beneficially own (i) in excess of 9.99% of the total number of issued and outstanding shares of common stock, or (ii) securities representing voting power in excess of 9.99% of the combined voting power of all of the securities of the Issuer then outstanding, in each case, following such exercise.
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