Ra Capital Management, L.P. - Aug 12, 2021 Form 4 Insider Report for Eliem Therapeutics, Inc. (ELYM)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ELYM
Transactions as of
Aug 12, 2021
Transactions value $
$40,000,000
Form type
4
Date filed
8/16/2021, 04:47 PM
Previous filing
Aug 9, 2021
Next filing
Aug 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELYM Common Stock Conversion of derivative security +4.73M +164.88% 7.59M Aug 12, 2021 See footnotes F1, F2, F3
transaction ELYM Common Stock Purchase $37.6M +3M +39.56% $12.50 10.6M Aug 12, 2021 See footnotes F2, F3
transaction ELYM Common Stock Conversion of derivative security +1.23M 1.23M Aug 12, 2021 See footnotes F1, F3, F4
transaction ELYM Common Stock Conversion of derivative security +288K 288K Aug 12, 2021 See footnotes F1, F3, F5
transaction ELYM Common Stock Purchase $2.44M +195K +67.68% $12.50 484K Aug 12, 2021 See footnotes F3, F5
transaction ELYM Common Stock Conversion of derivative security +625K +289.19% 841K Aug 12, 2021 See footnotes F1, 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
transaction ELYM Series A Preferred Stock Conversion of derivative security $0 -2.64M -100% $0.00* 0 Aug 12, 2021 Common Stock 2.64M See footnotes F1, F2, F3
transaction ELYM Series A-1 Preferred Stock Conversion of derivative security $0 -1.42M -100% $0.00* 0 Aug 12, 2021 Common Stock 1.42M See footnotes F1, F2, F3
transaction ELYM Series B Preferred Stock Conversion of derivative security $0 -673K -100% $0.00* 0 Aug 12, 2021 Common Stock 673K See footnotes F1, F2, F3
transaction ELYM Series A Preferred Stock Conversion of derivative security $0 -708K -100% $0.00* 0 Aug 12, 2021 Common Stock 708K See footnotes F1, F3, F4
transaction ELYM Series A-1 Preferred Stock Conversion of derivative security $0 -518K -100% $0.00* 0 Aug 12, 2021 Common Stock 518K See footnotes F1, F3, F4
transaction ELYM Series B Preferred Stock Conversion of derivative security $0 -288K -100% $0.00* 0 Aug 12, 2021 Common Stock 288K See footnotes F1, F3, F5
transaction ELYM Series A Preferred Stock Conversion of derivative security $0 -485K -100% $0.00* 0 Aug 12, 2021 Common Stock 485K See footnotes F1, F3, F6
transaction ELYM Series A-1 Preferred Stock Conversion of derivative security $0 -139K -100% $0.00* 0 Aug 12, 2021 Common Stock 139K 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 On August 12, 2021, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into one share of Common Stock of the Issuer 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 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 These securities are held directly by the Nexus Fund.
F5 These securities are held directly by the Nexus Fund II.
F6 These securities are held directly by the Account.

Remarks:

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