RA CAPITAL MANAGEMENT, L.P. - 09 Aug 2021 Form 3 Insider Report for Eliem Therapeutics, Inc. (CLYM)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
CLYM
Transactions as of
09 Aug 2021
Net transactions value
$0
Form type
3
Filing time
09 Aug 2021, 18:16:55 UTC
Previous filing
13 Aug 2021
Next filing
16 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ELYM Common Stock 2,867,219 09 Aug 2021 See footnotes F2, F3
holding ELYM Common Stock 216,113 09 Aug 2021 See footnotes F3, F6

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
holding ELYM Series A Preferred Stock 09 Aug 2021 Common Stock 2,639,507 See footnotes F1, F2, F3
holding ELYM Series A-1 Preferred Stock 09 Aug 2021 Common Stock 1,415,002 See footnotes F1, F2, F3
holding ELYM Series B Preferred Stock 09 Aug 2021 Common Stock 673,076 See footnotes F1, F2, F3
holding ELYM Series A Preferred Stock 09 Aug 2021 Common Stock 708,333 See footnotes F1, F3, F4
holding ELYM Series A-1 Preferred Stock 09 Aug 2021 Common Stock 518,164 See footnotes F1, F3, F4
holding ELYM Series B Preferred Stock 09 Aug 2021 Common Stock 288,461 See footnotes F1, F3, F5
holding ELYM Series A Preferred Stock 09 Aug 2021 Common Stock 485,493 See footnotes F1, F3, F6
holding ELYM Series A-1 Preferred Stock 09 Aug 2021 Common Stock 139,481 See footnotes F1, F3, F6
* 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, Series A-1 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") is convertible at the option of the holder and will automatically convert into one share of Common Stock of the Issuer upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.
F2 Shares held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II") and a separately managed account (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.
F4 Shares held directly by the Nexus Fund.
F5 Shares held directly by the Nexus Fund II.
F6 Shares held directly by the Account.

Remarks:

Andrew Levin, a Managing Director of the Adviser, serves on the Issuer's board of directors.