RA CAPITAL MANAGEMENT, L.P. - 17 Sep 2021 Form 4 Insider Report for DICE Therapeutics, Inc.

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
N/A
Transactions as of
17 Sep 2021
Net transactions value
+$23,800,000
Form type
4
Filing time
20 Sep 2021, 16:30:25 UTC
Previous filing
14 Sep 2021
Next filing
28 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DICE Common Stock Conversion of derivative security +3,100,082 3,100,082 17 Sep 2021 See footnotes F1, F2, F4
transaction DICE Common Stock Purchase $22,481,174 +1,322,422 +43% $17.00 4,422,504 17 Sep 2021 See footnotes F2, F4
transaction DICE Common Stock Conversion of derivative security +708,829 708,829 17 Sep 2021 See footnotes F1, F3, F4
transaction DICE Common Stock Purchase $1,318,826 +77,578 +11% $17.00 786,407 17 Sep 2021 See footnotes F3, F4

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 DICE Series C Preferred Stock Conversion of derivative security $0 -2,458,447 -100% $0.000000* 0 17 Sep 2021 Common Stock 2,458,447 See footnotes F1, F2, F4
transaction DICE Series C Preferred Stock Conversion of derivative security $0 -433,843 -100% $0.000000* 0 17 Sep 2021 Common Stock 433,843 See footnotes F1, F3, F4
transaction DICE Series C-1 Preferred Stock Conversion of derivative security $0 -641,635 -100% $0.000000* 0 17 Sep 2021 Common Stock 641,635 See footnotes F1, F2, F4
transaction DICE Series C-1 Preferred Stock Conversion of derivative security $0 -274,986 -100% $0.000000* 0 17 Sep 2021 Common Stock 274,986 See footnotes F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 17, 2021, each share of Series C Preferred Stock and each share of Series C-1 Preferred Stock converted into Common Stock of the Issuer at a ratio of 1-for-1 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 II, L.P. (the "Nexus Fund II").
F4 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Nexus Fund II. 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.

Remarks:

Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.