Ra Capital Management, L.P. - May 19, 2022 Form 4 Insider Report for Eliem Therapeutics, Inc. (ELYM)

Role: Director, 10%+ Owner
Signature: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol: ELYM
Transactions as of: May 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/1/2022, 05:15 PM
Previous filing: Jun 2, 2022
Next filing: May 25, 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	ELYM	Stock Option (Right to Buy)	Award	$0	+10K		$0.00	10K	May 19, 2022	Common Stock	10K	$3.46	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, L.P. (the "Nexus 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	The shares subject to the option will vest on the earlier of May 19, 2023 or the day immediately prior to the next annual meeting of stockholders, subject to Dr. Andrew Levin, a Partner and Managing Director of the Adviser who serves on the Issuer's board of directors, continuous service through such date.
F3	Under Dr. Levin's arrangement with the Adviser, Dr. Levin holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund II and the Account. Dr. Levin 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, 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. Andrew Levin, a Partner and Managing Director of the Adviser, serves on the Issuer's board of directors.