Orbimed Advisors Llc - Oct 15, 2024 Form 4 Insider Report for Upstream Bio, Inc. (UPB)

Role
Director, 10%+ Owner
Signature
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
Stock symbol
UPB
Transactions as of
Oct 15, 2024
Transactions value $
$14,025,000
Form type
4
Date filed
10/17/2024, 04:17 PM
Previous filing
Oct 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UPB Common Stock Conversion of derivative security +722K +286.76% 974K Oct 15, 2024 See Footnote F1, F2, F4
transaction UPB Common Stock Purchase $2.81M +165K +16.95% $17.00 1.14M Oct 15, 2024 See Footnote F2, F4
transaction UPB Common Stock Conversion of derivative security +2.89M +286.76% 3.89M Oct 15, 2024 See Footnote F1, F3, F4
transaction UPB Common Stock Purchase $11.2M +660K +16.95% $17.00 4.55M Oct 15, 2024 See Footnote F3, F4

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
transaction UPB Series A redeemable convertible preferred stock Conversion of derivative security -525K -100% 0 Oct 15, 2024 Common Stock 525K See Footnote F1, F2, F4
transaction UPB Series A redeemable convertible preferred stock Conversion of derivative security -2.1M -100% 0 Oct 15, 2024 Common Stock 2.1M See Footnote F1, F3, F4
transaction UPB Series B redeemable convertible preferred stock Conversion of derivative security -197K -100% 0 Oct 15, 2024 Common Stock 197K See Footnote F1, F2, F4
transaction UPB Series B redeemable convertible preferred stock Conversion of derivative security -790K -100% 0 Oct 15, 2024 Common Stock 790K See Footnote F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A redeemable convertible preferred stock and Series B redeemable convertible preferred stock automatically converted into shares of the Issuer's common stock on a one-for-1.049 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
F2 These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("Advisors II") is the general partner of Israel GP. By virtue of such relationships, Israel GP and Advisors II may be deemed to have voting and investment power over the securities held by OIP II and, as a result, may be deemed to have beneficial ownership over such securities. Advisors II exercises voting and investment power through an investment committee comprised of Carl L. Gordon, David P. Bonita, and Erez Chimovits ("Chimovits"), each of whom disclaims beneficial ownership of the securities held by OIP II.
F3 These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.
F4 Each of Advisors II, Israel GP, OrbiMed Advisors, and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors, GP VIII. Advisors II, and Israel GP have designated a representative, Chimovits, an employee of OrbiMed Advisors and a director of Advisors II, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such person or entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.