Maha Katabi - Feb 1, 2021 Form 4 Insider Report for Aerovate Therapeutics, Inc. (AVTE)

Role
Director, 10%+ Owner
Signature
/s/ George A. Eldridge, Attorney-in-Fact
Stock symbol
AVTE
Transactions as of
Feb 1, 2021
Transactions value $
$17,503,441
Form type
4
Date filed
7/1/2021, 06:34 PM
Next filing
May 13, 2021

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 $2.2M +1.16M +88.28% $1.89* 2.48M Feb 1, 2021 Common Stock 375K By Sofinnova Venture Partners X, L.P. F1, F2, F3
transaction AVTE Series A Preferred Stock Award $15.3M +8.08M +325.49% $1.89* 10.6M Jun 4, 2021 Common Stock 2.6M By Sofinnova Venture Partners X, L.P. F1, F2, F3
transaction AVTE Stock Option (Right to Buy) Award $0 +25K $0.00 25K Jun 29, 2021 Common Stock 25K $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 Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.L.C. ("SM X") is the general partner of SVP X and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP X. James I. Healy and Maha Katabi are the managing members of SM X and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP X. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his or her proportionate pecuniary interest therein.
F4 This option shall vest and become exercisable in 36 substantially equal monthly installments, with the first installment vesting on July 29, 2021.