Jake Simson - Oct 24, 2024 Form 3 Insider Report for Septerna, Inc. (SEPN)

Role: Director
Signature: /s/ Ran Xiao, Attorney-in-Fact
Stock symbol: SEPN
Transactions as of: Oct 24, 2024
Transactions value $: $0
Form type: 3
Date filed: 10/24/2024, 09:25 PM
Previous filing: Sep 12, 2024
Next filing: Jun 2, 2025
SEC: View on sec.gov

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	SEPN	Stock Option (Right to Buy)							Oct 24, 2024	Common Stock	13.4K	$6.81	Direct	F1, F2

Showing 1 to 1 of 1 entries

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

Explanation of Responses:

Id	Content
F1	1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following October 28, 2024, contingent upon the consummation of the Issuer's initial public offering, and subject to the Reporting Person's continuous service to the Issuer on each such date.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the R.A. Capital Healthcare Fund, L.P. (the "Fund") and R.A. Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Content

1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following October 28, 2024, contingent upon the consummation of the Issuer's initial public offering, and subject to the Reporting Person's continuous service to the Issuer on each such date.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the option for the benefit of the R.A. Capital Healthcare Fund, L.P. (the "Fund") and R.A. Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.

Remarks:

Exhibit 24 - Power of Attorney