DAVID S. GRAYZEL - 01 Jul 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 Jul 2021
Net transactions value: +$7,523,995
Form type: 4
Filing time: 06 Jul 2021, 16:27:24 UTC
Previous filing: 29 Jun 2021
Next filing: 05 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVTE	Common Stock	Conversion of derivative security		+2,568,165			2,568,165	02 Jul 2021	By Atlas Venture Fund XII, L.P.	F1, F2
transaction	AVTE	Common Stock	Purchase	$7,499,996	+535,714	+21%	$14.00	3,103,879	02 Jul 2021	By Atlas Venture Fund XII, L.P.	F2

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	Stock Option (Right to Buy)	Award	$23,999	+2,153		$11.15	2,153	01 Jul 2021	Common Stock	2,153	$19.41	Direct	F3
transaction	AVTE	Series A Preferred Stock	Conversion of derivative security		-7,976,754	-100%		0	02 Jul 2021	Common Stock	2,568,165		By Atlas Venture Fund XII, L.P.	F1, F2

* 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 was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock converted into Common Stock on a one-for-3.1060103 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.
F2	The shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Fund XII"). The general partner of Atlas 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 Fund XII, except to the extent of his pecuniary interest therein, if any.
F3	This option was awarded in lieu of cash compensation pursuant to the Issuer's Non-Employee Director Compensation Policy. The shares underlying such option shall vest and become exercisable in two equal installments, with the first installment vesting on September 30, 2021 and the second installment vesting on December 31, 2021.