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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) | $ 17 | 10/16/2024 | M | 4,968 | (12) | 07/19/2027 | Common Stock | 4,968 | $ 0 | 22,776 | D (6) | ||||
| Stock Option (right to buy) | $ 10.73 | 10/16/2024 | M | 2,070 | (12) | 07/19/2027 | Common Stock | 2,070 | $ 0 | 9,490 | D (6) | ||||
| Stock Option (right to buy) | $ 13.22 | 10/16/2024 | M | 2,070 | (12) | 07/19/2027 | Common Stock | 2,070 | $ 0 | 9,490 | D (6) | ||||
| Stock Option (right to buy) | $ 39.8 | 10/16/2024 | M | 1,407 | (12) | 07/19/2027 | Common Stock | 1,407 | $ 0 | 6,309 | D (6) | ||||
| Stock Option (right to buy) | $ 17 | 10/17/2024 | M | 836 | (12) | 07/19/2027 | Common Stock | 836 | $ 0 | 21,940 | D (6) | ||||
| Stock Option (right to buy) | $ 10.73 | 10/17/2024 | M | 348 | (12) | 07/19/2027 | Common Stock | 348 | $ 0 | 9,142 | D (6) | ||||
| Stock Option (right to buy) | $ 13.22 | 10/17/2024 | M | 348 | (12) | 07/19/2027 | Common Stock | 348 | $ 0 | 9,142 | D (6) | ||||
| Stock Option (right to buy) | $ 39.8 | 10/17/2024 | M | 237 | (12) | 07/19/2027 | Common Stock | 237 | $ 0 | 6,072 | D (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Avalon Ventures XI, L.P. 1134 KLINE STREET LA JOLLA, CA 92037 |
X | |||
| Avalon BioVentures I, LP 11099 N TORREY PINES ROAD, SUITE 290 LA JOLLA, CA 92037 |
X | |||
| Avalon BioVentures SPV I, L.P. 11099 N TORREY PINES ROAD, SUITE 290 LA JOLLA, CA 92037 |
X | |||
| Lichter Jay 11099 N TORREY PINES ROAD, SUITE 290 LA JOLLA, CA 92037 |
X | |||
| Avalon Ventures XI, L.P., By: Avalon Ventures XI GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory | 10/18/2024 | |
| **Signature of Reporting Person | Date | |
| Avalon BioVentures I, LP, By: Avalon BioVentures GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory | 10/18/2024 | |
| **Signature of Reporting Person | Date | |
| Avalon BioVentures SPV I, LP, By: ABV SPV I GP, LLC, its general partner, By /s/ Jay B. Lichter, Authorized Signatory | 10/18/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Jay B. Lichter | 10/18/2024 | |
| **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) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $49.50 to $50.45 inclusive. The Reporting Persons undertake 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 securities sold at each separate price within the range set forth in this footnote. |
| (2) | The securities are directly held by Avalon Ventures XI, L.P. ("Avalon Ventures"). Avalon Ventures XI GP, LLC ("Avalon XI GP") is the general partner of Avalon Ventures and may be deemed to beneficially own the securities held by Avalon Ventures. Mr. Lichter is a managing member of Avalon XI GP and shares voting and investment power with respect to the securities held by Avalon Ventures. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| (3) | The securities are directly held by Avalon BioVentures I, LP ("ABV I"). Avalon BioVentures GP LLC ("ABV GP") is the general partner of ABV I and may be deemed to beneficially own the securities held by ABV I. Mr. Lichter is a managing member of ABV GP and shares voting and investment power with respect to the securities held by ABV I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| (4) | The securities are directly held by Avalon BioVentures SPV I, LP ("ABV SPV"). ABV SPV I GP LLC ("ABV SPV GP") is the general partner of ABV SPV and may be deemed to beneficially own the securities held by ABV SPV. Mr. Lichter is a managing member of ABV SPV GP and shares voting and investment power with respect to the securities held by ABV SPV. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| (5) | The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $50.46 to $51.25 inclusive. The Reporting Persons undertake 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 securities sold at each separate price within the range set forth in this footnote. |
| (6) | The securities are directly held by Mr. Lichter. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.76 to $51.05 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 set forth in this footnote. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.97 to $50.18 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 set forth in this footnote. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.86 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 set forth in this footnote. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.00 to $51.97 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 set forth in this footnote. |
| (11) | Shares sold in a private transaction pursuant to a stock purchase agreement dated September 12, 2024. The closing of the transaction was subject to certain customary conditions to closing, including the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The closing conditions were satisfied, and the transaction closed, on October 18, 2024. |
| (12) | Immediately exercisable. |