Carl L. Gordon - Sep 16, 2024 Form 4 Insider Report for MBX Biosciences, Inc. (MBX)

Role
Director, 10%+ Owner
Signature
/s/ Richard Bartram, attorney-in-fact
Stock symbol
MBX
Transactions as of
Sep 16, 2024
Transactions value $
$12,000,000
Form type
4
Date filed
9/17/2024, 08:05 PM
Previous filing
Sep 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MBX Common Stock Conversion of derivative security +2.66M 2.66M Sep 16, 2024 By OrbiMed Private Investments VII, LP F1, F2, F4
transaction MBX Common Stock Conversion of derivative security +404K 404K Sep 16, 2024 By OrbiMed Genesis Master Fund, L.P. F1, F3, F4
transaction MBX Common Stock Purchase $8M +500K +18.81% $16.00 3.16M Sep 16, 2024 By OrbiMed Private Investments VII, LP F2, F4, F5
transaction MBX Common Stock Purchase $4M +250K +61.91% $16.00 654K Sep 16, 2024 By OrbiMed Genesis Master Fund, L.P. F3, F4, F5

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 MBX Series A Convertible Preferred Stock Conversion of derivative security -12.4M -100% 0 Sep 16, 2024 Common Stock 1.03M By OrbiMed Private Investments VII, LP F1, F2, F4
transaction MBX Series B Convertible Preferred Stock Conversion of derivative security -19.6M -100% 0 Sep 16, 2024 Common Stock 1.63M By OrbiMed Private Investments VII, LP F1, F2, F4
transaction MBX Series C Convertible Preferred Stock Conversion of derivative security -4.85M -100% 0 Sep 16, 2024 Common Stock 404K By OrbiMed Genesis Master Fund, 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 Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") was convertible into Common Stock on a one-for-12.0221 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on September 16, 2024. The Preferred Stock had no expiration date.
F2 These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, OrbiMed Advisors and GP VII may be deemed to have voting power and investment power over the securities held by OPI VII 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 the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F3 These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis Master Fund 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 the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
F4 Each of OrbiMed Advisors, GP VII, Genesis GP, and the Reporting Person 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. This report on Form 4 shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
F5 Reflects shares purchased in the Issuer's initial public offering.