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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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 (Right to Buy) | $ 6.12 | 06/08/2022 | A | 6,750 | (6) | 06/07/2032 | Common Stock | 6,750 | $ 0 | 6,750 | I | See footnote (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
| RA Capital Healthcare Fund LP C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
| Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
| Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 |
X | X | ||
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 06/09/2022 | |
| **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. | 06/09/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Peter Kolchinsky, individually | 06/09/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Rajeev Shah, individually | 06/09/2022 | |
| **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) | These shares represent restricted stock units and will be settled into common stock upon vesting. Each restricted stock unit would be converted into one share of FMTX common stock. |
| (2) | RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| (3) | Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option and restricted stock units for the benefit of the Fund and the Nexus Fund. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and restricted stock units, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and restricted stock units and respective underlying common stock except to the extent of their pecuniary interest. |
| (4) | Held by the Fund. |
| (5) | Held by the Nexus Fund. |
| (6) | This option shall vest and become exercisable in full upon the earlier to occur of (i) June 8, 2023 and (ii) the next annual meeting of the Issuer's stockholders. |
| Remarks: Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors. |
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