James Brian Windsor - 31 Oct 2023 Form 3 Insider Report for AILERON THERAPEUTICS INC (RNTX)

Role
Exhibit 24.1 Power of Attorney President and Chief Operating Officer
Signature
/s/ Manuel C. Alves-Aivado, M.D., Ph.D., as attorney-in-fact for James Brian Windsor
Issuer symbol
RNTX
Transactions as of
31 Oct 2023
Net transactions value
$0
Form type
3
Filing time
02 Nov 2023, 20:47:23 UTC
Next filing
21 Nov 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALRN Common Stock 46 31 Oct 2023 Direct F1

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 ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 8,532 $0.2900 Direct F2, F8
holding ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 252,652 $0.7000 Direct F3, F8
holding ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 34,736 $0.7000 Direct F4, F8
holding ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 317,613 $1.17 Direct F5, F8
holding ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 139,900 $1.17 Direct F6, F8
holding ALRN Stock Option (right to buy) 31 Oct 2023 Common Stock 170,646 $3.87 Direct F7, F8
holding ALRN Series X Non-Voting Convertible Preferred Stock 31 Oct 2023 Common Stock 2,709 Direct F1, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 31, 2023, the Issuer completed its merger with Lung Therapeutics, Inc. (the "Merger") in accordance with the terms of the Agreement and Plan of Merger, dated October 31, 2023. In connection with the Merger, the Reporting Person received 46 shares of Issuer common stock and 2,709 shares of Issuer series X non-voting convertible preferred stock in exchange for an aggregate of 16,152 shares of Lung Therapeutics, Inc. preferred stock.
F2 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 50,000 shares of Lung Therapeutics, Inc. common stock originally granted on September 30, 2015, which option was converted into an option to purchase 8,532 shares of Issuer common stock. The shares underlying the option are fully vested.
F3 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 1,480,558 shares of Lung Therapeutics, Inc. common stock originally granted on October 10, 2017, which option was converted into an option to purchase 252,652 shares of Issuer common stock. 209,469 shares of Issuer common stock underlying the option have vested. The remaining 43,183 shares of Issuer common stock underlying the option vest upon the date of the first to occur of (i) a change of control in which Lung Therapeutics, Inc. is sold for a valuation per share of greater than $1.8573 per share of common stock or (ii) the completion of an offering of Lung Therapeutics, Inc.'s equity securities at a valuation of greater than $1.2382 per share of common stock, subject to the Reporting Person's continued service with the Issuer on the vesting date.
F4 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 203,558 shares of Lung Therapeutics, Inc. common stock originally granted on March 15, 2018, which option was converted into an option to purchase 34,736 shares of Issuer common stock. The shares underlying the option are fully vested.
F5 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 1,861,235 shares of Lung Therapeutics, Inc. common stock originally granted on February 26, 2020, which option was converted into an option to purchase 317,613 shares of Issuer common stock. 25% of the shares underlying the option vested on the first anniversary of the grant date, and, thereafter, the remaining 75% of such shares vest in thirty-six (36) equal monthly installments, subject to the Reporting Person's continued service with the Issuer on each applicable vesting date.
F6 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 819,823 shares of Lung Therapeutics, Inc. common stock originally granted on February 26, 2020, which option was converted into an option to purchase 139,900 shares of Issuer common stock. 25% of the shares underlying the option vested on the first anniversary of the grant date, and, thereafter, the remaining 75% of such shares vest in thirty-six (36) equal monthly installments, subject to the Reporting Person's continued service with the Issuer on each applicable vesting date.
F7 In connection with the Merger, the Issuer assumed the Reporting Person's option to purchase 1,000,000 shares of Lung Therapeutics, Inc. common stock originally granted on October 20, 2023, which option was converted into an option to purchase 170,646 shares of Issuer common stock. The shares underlying the option are fully vested on the grant date.
F8 In connection with the Merger, the Reporting Person's options reported in this Form 3 were amended to provide that no shares underlying such options will vest as a result of the Merger and such options will not be exercisable until the Issuer's stockholders approve the conversion of the series X non-voting convertible preferred stock.
F9 Upon stockholder approval of the conversion of series X non-voting convertible preferred stock into shares of common stock, each share of series X non-voting convertible preferred stock will convert into 1,000 shares common stock, subject to certain limitations.

Remarks:

Exhibit 24.1 Power of Attorney President and Chief Operating Officer