Ra Capital Management, L.P. - May 5, 2022 Form 3/A - Amendment Insider Report for PepGen Inc. (PEPG)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
PEPG
Transactions as of
May 5, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
5/12/2022, 06:50 PM
Date Of Original Report
May 5, 2022
Previous filing
Mar 31, 2022
Next filing
May 10, 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
holding PEPG Series A-2 Preferred Stock May 5, 2022 Common Stock 2.16M See footnotes F1, F2, F4, F5
holding PEPG Series A-2 Preferred Stock May 5, 2022 Common Stock 418K See footnotes F1, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer effected a 1.018-for-1 reverse stock split of its Common Stock on April 29, 2022 ("Reverse Split"). After giving effect to the Reverse Split, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, into shares of the Issuer's common stock at a ratio of 1.018-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock will automatically convert into shares of the Issuer's common stock at a ratio of 1.018-for-1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock have 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. ("Nexus Fund II").
F4 This amendment to Form 3 is being filed to correct the original Form 3 filed on May 5, 2022, which inadvertently reported the number of shares of common stock underlying the shares of Series A-2 Preferred Stock held by the Fund as 2,160,845 rather than 2,160,846 and inadvertently reported the number of shares of common stock underlying the shares of Series A-2 Preferred Stock held by the Nexus Fund II as 417,972 rather than 417,973.
F5 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:

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