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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 | ||||||||
| Restricted Share Unit | (1) | 09/01/2024 | A | 7,000 | (5) | (5) | Class A Ordinary Share | 7,000 | $ 0 | 7,000 | D | ||||
| Share Option | $ 26.74 | 09/01/2024 | A | 36,350 | (6) | 08/31/2034 | Class A Ordinary Share | 36,350 | $ 0 | 36,350 | D | ||||
| Restricted Share Unit | (1) | 09/01/2024 | M | 2,497 | (7) | (7) | Class A Ordinary Share | 2,497 | $ 0 | 4,995 | D | ||||
| Restricted Share Unit | (1) | 09/01/2024 | M | 1,624 | (8) | (8) | Class A Ordinary Share | 1,624 | $ 0 | 4,872 | D | ||||
| Restricted Share Unit | (1) | 09/02/2024 | M | 1,725 | (9) | (9) | Class A Ordinary Share | 1,725 | $ 0 | 1,725 | D | ||||
| Share Option | $ 1.86 | 09/03/2024 | M(2) | 60,217 | (10) | 09/13/2026 | Class A Ordinary Share | 60,217 | $ 0 | 0 | D | ||||
| Share Option | $ 3.8 | 09/03/2024 | M(2) | 475 | (10) | 06/28/2027 | Class A Ordinary Share | 475 | $ 0 | 44,549 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Paolini John F. 23 OLD BOND STREET, THIRD FLOOR LONDON, X0 W1S 4PZ |
CHIEF MEDICAL OFFICER | |||
| /s/ Madelyn Zeylikman, Attorney-in-Fact | 09/04/2024 | |
| **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) | Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Ordinary Share of the Issuer. |
| (2) | This transaction was effected pursuant to a Rule 10b5-1 plan executed by the reporting person on May 16, 2024. |
| (3) | This transaction was executed in multiple trades through a broker-dealer at prices ranging from $25.88 to $26.82. The price reported in this column reflects a weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of Shares sold at each price. |
| (4) | This transaction was executed in multiple trades through a broker-dealer at prices ranging from $26.995 to $27.18. The price reported in this column reflects a weighted average sales price. Upon request, the reporting person will provide to the SEC staff full informationregarding the number of Shares sold at each price. |
| (5) | The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the grant date September 1, 2024. |
| (6) | The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in 36 equal monthly installments thereafter. The vesting commencement date is September 1, 2024. |
| (7) | The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, September 1, 2022. |
| (8) | The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, September 1, 2023. |
| (9) | The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the vesting commencement date September 2, 2021. |
| (10) | The option is fully vested and exercisable. |