RA CAPITAL MANAGEMENT, L.P. - 02 Jul 2021 Form 4 Insider Report for Aerovate Therapeutics, Inc. (JBIO)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
JBIO
Transactions as of
02 Jul 2021
Net transactions value
+$38,999,996
Form type
4
Filing time
06 Jul 2021, 17:03:50 UTC
Previous filing
30 Jun 2021
Next filing
08 Jul 2021
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 +3,938,387 +1631% 4,179,854 02 Jul 2021 See footnotes F1, F2, F5
transaction AVTE Common Stock Purchase $38,999,996 +2,785,714 +67% $14.00 6,965,568 02 Jul 2021 See footnotes F2, F5
transaction AVTE Common Stock Conversion of derivative security +987,244 987,244 02 Jul 2021 See footnotes F1, F3, F5
transaction AVTE Common Stock Conversion of derivative security +311,170 311,170 02 Jul 2021 See footnotes F1, F4, F5

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 Seed Preferred Stock Conversion of derivative security $0 -4,000,000 -100% $0.000000* 0 02 Jul 2021 Common Stock 1,287,825 See footnotes F1, F2, F5
transaction AVTE Series A Preferred Stock Conversion of derivative security $0 -8,232,679 -100% $0.000000* 0 02 Jul 2021 Common Stock 2,650,562 See footnotes F1, F2, F5
transaction AVTE Series A Preferred Stock Conversion of derivative security $0 -3,066,397 -100% $0.000000* 0 02 Jul 2021 Common Stock 987,244 See footnotes F1, F3, F5
transaction AVTE Series A Preferred Stock Conversion of derivative security $0 -966,506 -100% $0.000000* 0 02 Jul 2021 Common Stock 311,170 See footnotes F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 2, 2021, each share of Series Seed Preferred Stock and Series A Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-3.1060103 basis without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date.
F2 These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 These securities are held directly by RA Capital Nexus Fund, L.P. (the "Nexus Fund").
F4 These securities are held directly by a separately managed account (the "Account").
F5 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Nexus Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.