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
|
(*)
|
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)
|
This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Forbion Capital Fund IV Cooperatief U.A. ("FCF IV") on April 9, 2024.
|
(2)
|
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $45.21 to $46.17, inclusive. 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 sold at each separate price within the range(s) set forth in the footnotes of this Form 4.
|
(3)
|
The shares are held directly by FCF IV. Forbion IV Management B.V. ("Forbion Management"), the director of FCF IV, may be deemed to have voting and dispositive power over the shares held by FCF IV. Investment decisions with respect to the shares held by FCF IV can be made by FCPM III Services B.V., the director of Forbion Management, which may delegate such powers to its investment committee which may delegate such powers to the authorized representatives of Forbion Management. Messrs. Slootweg, van Osch, Mulder, van Houten, Reithinger and Boorsma (the "Partners") are partners of FCPM III Services B.V., which acts as the investment advisor to the directors of FCF IV. The Reporting Person is a partner of Forbion Management and a member of the investment committee of Forbion Management. The Reporting Person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
|
(4)
|
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $46.25 to $47.24, inclusive.
|
(5)
|
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $47.25 to $47.38, inclusive.
|
(6)
|
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $45.86 to $46.85, inclusive.
|
(7)
|
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $46.86 to $47.34, inclusive.
|
(8)
|
The shares are held directly by ForDyne B.V. ("ForDyne"). ForDyne is jointly owned by FCF IV and Forbion Growth Opportunities Fund II Cooperatief U.A. ("FGO II"). Forbion Management may be deemed to have voting and dispositive power over 4,366,793 of the shares of common stock held by ForDyne. Investment decisions with respect to the shares held by ForDyne can be made by FCPM III Services B.V., the director of Forbion Management, which may delegate such powers to its investment committee which may delegate such powers to the authorized representatives of Forbion Management. The Partners are partners of FCPM III Services B.V., which acts as the investment advisor to the directors of ForDyne. The Reporting Person is a partner of Forbion Management and a member of the investment committee of Forbion Management.
|
(9)
|
(Continued from Footnote 8) Forbion Growth II Management B.V. ("FGO II Management"), the director of FGO II, may be deemed to have voting and dispositive power over 1,428,571 of the shares of common stock held by ForDyne. Investment decisions with respect to the shares held by ForDyne can be made by FCPM III Services B.V., the director of FGO II Management, which may delegate such powers to its investment committee which may delegate such powers to the authorized representatives of FGO II Management. The Partners are partners of FCPM III Services B.V., which acts as the investment advisor to the directors of ForDyne. The Reporting Person is a partner of FGO II Management and a member of the investment committee of FGO II Management. The Reporting Person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.