Bain Capital Life Sciences Investors, LLC - 08 Jan 2025 Form 4 Insider Report for Olema Pharmaceuticals, Inc. (OLMA)

Role
10%+ Owner
Signature
See signatures included in Exhibit 99.1
Issuer symbol
OLMA
Transactions as of
08 Jan 2025
Net transactions value
+$1,727,370
Form type
4
Filing time
13 Jan 2025, 16:34:40 UTC
Previous filing
17 Dec 2024
Next filing
21 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OLMA Common Stock Purchase $1,727,370 +300,000 +4% $5.76 7,800,000 08 Jan 2025 See footnotes F1, F2, F3
transaction OLMA Common Stock Other -3,500,000 -45% 4,300,000 10 Jan 2025 See footnotes F1, F2, 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 OLMA Pre-Funded Warrant (right to buy) Other +3,500,000 3,500,000 10 Jan 2025 Common Stock 3,500,000 $0.000100 See footnotes F1, F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bain Capital Life Sciences Investors, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents securities held directly by Bain Capital Life Sciences Opportunities IV, L.P. ("BCLS Opportunities IV").
F2 Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences IV General Partner, LLC ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P. ("BCLS Fund IV"), which is the sole member of Bain Capital Life Sciences Opportunities IV GP, LLC ("BCLS Opportunities IV GP" and, together with BCLSI, BCLS Fund IV GP, BCLS Fund IV, BCLS Opportunities IV GP and BCLS Opportunities IV, the "Bain Capital Life Sciences Entities"), which is the general partner of BCLS Opportunities IV. As a result, each of BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Opportunities IV GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Opportunities IV. BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Opportunities IV GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F3 The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $5.44 to $5.92, inclusive. The reporting persons undertake to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
F4 On January 10, 2025, BCLS Opportunities IV entered into an exchange agreement with the Issuer pursuant to which BCLS Opportunities IV exchanged 3,500,000 shares of Common Stock for a pre-funded warrant to purchase 3,500,000 shares of common stock in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended. The exchange transaction did not result in any change in the Bain Capital Life Sciences Entities pecuniary interest in the subject equity securities.
F5 BCLS Opportunities IV is prohibited from exercising this pre-funded warrant if the Bain Capital Life Sciences Entities would, in the aggregate, beneficially own more than 9.99% of the total number of shares of common stock then issued and outstanding immediately after giving effect to such exercise.
F6 The pre-funded warrant does not expire.