|
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 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 17 | 09/13/2024 | M | 1,868 | (4) | 07/19/2027 | Common Stock | 1,868 | $ 0 | 27,138 | D | ||||
| Stock Option (right to buy) | $ 10.73 | 09/13/2024 | M | 778 | (4) | 07/19/2027 | Common Stock | 778 | $ 0 | 11,308 | D | ||||
| Stock Option (right to buy) | $ 13.22 | 09/13/2024 | M | 778 | (4) | 07/19/2027 | Common Stock | 778 | $ 0 | 11,308 | D | ||||
| Stock Option (right to buy) | $ 39.8 | 09/13/2024 | M | 391 | (4) | 07/19/2027 | Common Stock | 391 | $ 0 | 7,682 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lichter Jay 11099 N TORREY PINES ROAD, SUITE 290 LA JOLLA, CA 92037 |
X | |||
| /s/ Jay B. Lichter | 10/24/2024 | |
| **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 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. The Reporting Person is a managing member of Avalon XI GP and shares voting and investment power with respect to the securities held by Avalon Ventures. The Reporting Persons disclaims beneficial ownership of these securities except to the extent of his 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. |
| (2) | 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. The Reporting Person is a managing member of ABV GP and shares voting and investment power with respect to the securities held by ABV I. The Reporting Persons disclaims beneficial ownership of these securities except to the extent of his 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 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. The Reporting Person is a managing member of ABV SPV GP and shares voting and investment power with respect to the securities held by ABV SPV. The Reporting Persons disclaims beneficial ownership of these securities except to the extent of his 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) | Immediately exercisable. |
| Remarks: The number of securities reported in Column 5 of Table I and Column 9 of Table II represent the number of securities beneficially owned immediately following the transactions reported herein and do not reflect transactions that occurred on dates subsequent to the transactions reported herein. Form 4s filed by the reporting person on September 30, 2024 and October 18, 2024 are deemed amended hereby to give effect to the transactions effected on September 13, 2024 reported herein. |
|