Third Rock Ventures V, L.P. - Jun 10, 2024 Form 4 Insider Report for Rapport Therapeutics, Inc. (RAPP)

Role: 10%+ Owner
Signature: /s/ Kevin Gillis, Chief Operating Officer of TRV GP V, LLC, general partner of Third Rock Ventures GP V, L.P., general partner of Third Rock Ventures V, L.P.
Stock symbol: RAPP
Transactions as of: Jun 10, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/10/2024, 07:42 PM
Previous filing: Jun 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAPP	Common Stock	Conversion of derivative security	$0	+6.55M	+1122.24%	$0.00	7.14M	Jun 10, 2024	Direct	F1, F2, F4
transaction	RAPP	Common Stock	Conversion of derivative security	$0	+969K		$0.00	969K	Jun 10, 2024	By Third Rock Ventures VI, L.P.	F1, 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	RAPP	Series A Preferred Stock	Conversion of derivative security	$0	-56.1M	-100%	$0.00^*	0	Jun 10, 2024	Common Stock	6.55M		Direct	F1, F2, F4
transaction	RAPP	Series A Preferred Stock	Conversion of derivative security	$0	-8M	-100%	$0.00^*	0	Jun 10, 2024	Common Stock	934K		By Third Rock Ventures VI, L.P.	F1, F3, F4
transaction	RAPP	Series B Preferred Stock	Conversion of derivative security	$0	-298K	-100%	$0.00^*	0	Jun 10, 2024	Common Stock	34.8K		By Third Rock Ventures VI, L.P.	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a one-for-8.5648 basis without payment of consideration. The Preferred Stock had no expiration date.
F2	The shares are held directly by Third Rock Ventures V, L.P. ("TRV V"). The general partner of TRV V is Third Rock Ventures GP V, L.P. ("TRV GP V"). The general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). Each of TRV GP V, and TRV GP V LLC, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
F3	The shares are held directly by Third Rock Ventures VI, L.P. ("TRV VI"). The general partner of TRV VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"). The general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Each of TRV GP VI, and TRV GP VI LLC, disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
F4	Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between the TRV III related parties and the TRV IV related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.