Ra Capital Management, L.P. - May 6, 2022 Form 4 Insider Report for PepGen Inc. (PEPG)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
PEPG
Transactions as of
May 6, 2022
Transactions value $
$0
Form type
4
Date filed
5/10/2022, 04:31 PM
Previous filing
May 12, 2022
Next filing
May 12, 2022

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 PEPG Stock Option (Right to Buy) Award $0 +11.7K $0.00 11.7K May 6, 2022 Common Stock 11.7K $12.00 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "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.
F2 This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to Josh Resnick's continued service or employment with the Issuer on each applicable vesting date.
F3 Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Dr. Joshua Resnick, a Managing Director of the Adviser, serves on the Issuer's board of directors.