DAVID S. GRAYZEL - 01 Feb 2021 Form 4 Insider Report for Aerovate Therapeutics, Inc. (JBIO)

Role
Director
Signature
/s/ Ommer Chohan, Attorney-in-Fact
Issuer symbol
JBIO
Transactions as of
01 Feb 2021
Net transactions value
+$13,215,095
Form type
4
Filing time
01 Jul 2021, 18:32:48 UTC
Next filing
10 Jun 2021
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
transaction AVTE Series A Preferred Stock Award $1,663,911 +878,981 +88% $1.89* 1,874,702 01 Feb 2021 Common Stock 282,993 By Atlas Venture Fund XII, L.P. F1, F2, F3
transaction AVTE Series A Preferred Stock Award $11,551,184 +6,102,052 +325% $1.89* 7,976,754 04 Jun 2021 Common Stock 1,964,594 By Atlas Venture Fund XII, L.P. F1, F2, F3
transaction AVTE Stock Option (Right to Buy) Award $0 +25,000 $0.000000 25,000 29 Jun 2021 Common Stock 25,000 $14.00 Direct 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 Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-3.1060103 basis. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will automatically convert into the number of shares of Common Stock of the Issuer shown in column 7. The Preferred Stock has no expiration date.
F2 This transaction occurred prior to the Issuer's initial public offering, and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
F3 The shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Venture Fund XII"). The general partner of Atlas Venture Fund XII is Atlas Venture Associates XII, L.P. ("AVA XII LP"). Atlas Venture Associates XII, LLC ("AVA XII LLC") is the general partner of AVA XII LP. The Reporting Person is a member of AVA XII LLC and disclaims beneficial ownership of the securities held by Atlas Venture Fund XII, except to the extent of his pecuniary interest therein, if any.
F4 This option shall vest in 36 substantially equal monthly installments, with the first installment vesting on July 29, 2021.