ORBIMED ADVISORS LLC - 10 Feb 2025 Form 4 Insider Report for Sionna Therapeutics, Inc. (SION)

Role
Director
Signature
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
Issuer symbol
SION
Transactions as of
10 Feb 2025
Net transactions value
+$9,900,000
Form type
4
Filing time
10 Feb 2025, 16:28:39 UTC
Previous filing
06 Feb 2025
Next filing
19 Feb 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SION Common Stock Conversion of derivative security +3,154,959 3,154,959 10 Feb 2025 See footnotes F1, F3, F4
transaction SION Common Stock Purchase $9,900,000 +550,000 +17% $18.00 3,704,959 10 Feb 2025 See footnotes F2, 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 SION Series B convertible preferred stock Conversion of derivative security $0 -2,560,951 -100% $0.000000 0 10 Feb 2025 Common Stock 1,752,755 See footnotes F1, F3, F4
transaction SION Series C convertible preferred stock Conversion of derivative security $0 -2,048,760 -100% $0.000000 0 10 Feb 2025 Common Stock 1,402,204 See footnotes 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 B convertible preferred stock and Series C convertible preferred stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock on a one-for-1.4611 basis upon the closing of the Issuer's initial public offering on February 10, 2025. The Preferred Stock had no expiration date.
F2 Reflects shares of the Issuer's Common Stock purchased in the Issuer's initial public offering.
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 ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting 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 shares held by OPI VIII.
F4 This report on Form 4 is jointly filed by Advisors and GP VIII. Each of the Reporting Persons 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. The Reporting Persons have designated a representative, Peter A. Thompson, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.