Ra Capital Management, L.P. - May 10, 2022 Form 4 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 10, 2022
Transactions value $
$38,750,400
Form type
4
Date filed
5/12/2022, 07:06 PM
Previous filing
May 10, 2022
Next filing
Jun 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PEPG Common Stock Conversion of derivative security +3.64M 3.64M May 10, 2022 See footnotes F1, F2, F5
transaction PEPG Common Stock Purchase $35.8M +2.98M +81.8% $12.00 6.62M May 10, 2022 See footnotes F2, F5
transaction PEPG Common Stock Conversion of derivative security +1.05M 1.05M May 10, 2022 See footnotes F1, F3, F5
transaction PEPG Common Stock Purchase $3M +250K +23.72% $12.00 1.3M May 10, 2022 See footnotes F3, F5
transaction PEPG Common Stock Conversion of derivative security +208K 208K May 10, 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 -2.2M -100% $0.00* 0 May 10, 2022 Common Stock 2.16M See footnotes F1, F2, F5
transaction PEPG Series A-2 Preferred Stock Conversion of derivative security $0 -425K -100% $0.00* 0 May 10, 2022 Common Stock 418K See footnotes F1, F3, F5
transaction PEPG Series A-2 Preferred Stock Conversion of derivative security $0 -211K -100% $0.00* 0 May 10, 2022 Common Stock 208K See footnotes F1, F4, F5
transaction PEPG Series B Preferred Stock Conversion of derivative security $0 -1.51M -100% $0.00* 0 May 10, 2022 Common Stock 1.48M See footnotes F1, F2, F5
transaction PEPG Series B Preferred Stock Conversion of derivative security $0 -646K -100% $0.00* 0 May 10, 2022 Common Stock 635K 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.