RA CAPITAL MANAGEMENT, L.P. - 10 May 2022 Form 4 Insider Report for PepGen Inc. (PEPG)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
PEPG
Transactions as of
10 May 2022
Net transactions value
+$38,750,400
Form type
4
Filing time
12 May 2022, 19:06:36 UTC
Previous filing
10 May 2022
Next filing
02 Jun 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PEPG Common Stock Conversion of derivative security +3,642,229 3,642,229 10 May 2022 See footnotes F1, F2, F5
transaction PEPG Common Stock Purchase $35,753,412 +2,979,451 +82% $12.00 6,621,680 10 May 2022 See footnotes F2, F5
transaction PEPG Common Stock Conversion of derivative security +1,052,851 1,052,851 10 May 2022 See footnotes F1, F3, F5
transaction PEPG Common Stock Purchase $2,996,988 +249,749 +24% $12.00 1,302,600 10 May 2022 See footnotes F3, F5
transaction PEPG Common Stock Conversion of derivative security +207,672 207,672 10 May 2022 See footnotes F1, F4, F5

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 Series A-2 Preferred Stock Conversion of derivative security $0 -2,199,741 -100% $0.000000* 0 10 May 2022 Common Stock 2,160,846 See footnotes F1, F2, F5
transaction PEPG Series A-2 Preferred Stock Conversion of derivative security $0 -425,497 -100% $0.000000* 0 10 May 2022 Common Stock 417,973 See footnotes F1, F3, F5
transaction PEPG Series A-2 Preferred Stock Conversion of derivative security $0 -211,410 -100% $0.000000* 0 10 May 2022 Common Stock 207,672 See footnotes F1, F4, F5
transaction PEPG Series B Preferred Stock Conversion of derivative security $0 -1,508,048 -100% $0.000000* 0 10 May 2022 Common Stock 1,481,383 See footnotes F1, F2, F5
transaction PEPG Series B Preferred Stock Conversion of derivative security $0 -646,306 -100% $0.000000* 0 10 May 2022 Common Stock 634,878 See footnotes F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-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 the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II").
F4 These securities are held directly by the separately managed account (the "Account").
F5 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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.

Remarks:

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