Eliem Therapeutics Inc.
07/01/2024 | Press release | Distributed by Public on 07/01/2024 19:29
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See 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.
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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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(e.g., puts, calls, warrants, options, convertible securities)
| 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 Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
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RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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RA Capital Nexus Fund, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X |
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RA Capital Nexus Fund II, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X |
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RA Capital Nexus Fund III, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X |
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Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 |
X | X |
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Signatures
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Peter Kolchinsky, individually | 2024-07-01 |
| **Signature of Reporting Person | Date |
| /s/ Rajeev Shah, individually | 2024-07-01 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | 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) | Received in exchange for equity of Tenet Medicines, Inc. ("Tenet") pursuant to an Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Issuer, Tango Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Tango Merger Sub") and Tenet (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, on June 27, 2024, Tenet was acquired by the Issuer through the merged of Tango Merger Sub with and into Tenet (the "Acquisition"), with Tenet surviving the Acquisition as a wholly-owned subsidiary of the Issuer. |
| (2) | These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). |
| (3) | RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. |
| (4) | These securities are held directly by Sera. |
| (5) | These securities are held directly by Nexus Fund III. |
| (6) | These securities are held directly by the Nexus Fund. |
| (7) | These securities are held directly by the Nexus Fund II. |
| (8) | These securities are held directly by the Account. |