Carlyle Group Inc. - Aug 1, 2022 Form 3 Insider Report for Jasper Therapeutics, Inc. (JSPR)

Role
10%+ Owner
Signature
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer
Stock symbol
JSPR
Transactions as of
Aug 1, 2022
Transactions value $
$0
Form type
3
Date filed
8/11/2022, 04:57 PM
Previous filing
May 31, 2022
Next filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding JSPR Voting Common Stock 5.63M Aug 1, 2022 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding JSPR Stock Option (right to buy) Aug 1, 2022 Voting Common Stock 78K $3.54 See footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities held of record by Abingworth Bioventures VII LP ("ABV VII"). ABV VII has delegated to Abingworth LLP ("Abingworth") all investment and dispositive power over the securities held of record by ABV VII.
F2 The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC (each of the foregoing entities, the "Carlyle Entities").
F3 On August 1, 2022, entities affiliated with The Carlyle Group Inc. acquired Abingworth (the "Acquisition"). Following the Acquisition, Carlyle Genesis UK LLC became the principal member of Abingworth LLP. As a result, each of the Carlyle Entities may be deemed to have acquired beneficial ownership of the securities held of record by ABV VII or beneficially owned by Abingworth. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
F4 The stock option will vest in three substantially equal annual installments commencing on December 7, 2022, subject to Kurt von Emster's continued service on the Issuer's board of directors through each vesting date.
F5 Under an agreement between Mr. von Emster and Abingworth, Mr. von Emster is deemed to hold the stock option and any shares of Voting Common Stock issuable upon exercise of the stock option for the benefit of ABV VII, and must exercise the stock option solely upon the direction of Abingworth.

Remarks:

Following the Acquisition, the Carlyle Entities, ABV VII and Abingworth intend to file Section 16 reports jointly.