Ra Capital Management, L.P. - Jun 21, 2022 Form 4 Insider Report for Aerovate Therapeutics, Inc. (AVTE)

Role: Director, 10%+ Owner
Signature: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol: AVTE
Transactions as of: Jun 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/22/2022, 05:00 PM
Previous filing: Jun 21, 2022
Next filing: Jul 6, 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	AVTE	Stock Option (Right to Buy)	Award	$0	+12.5K		$0.00	12.5K	Jun 21, 2022	Common Stock	12.5K	$12.26	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") 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 this option will vest and become exercisable in full on the earlier of (i) June 21, 2023 or (ii) the next annual meeting of the Issuer's stockholders, subject to the Joshua Resnick's continued service through the applicable vesting date.
F3	Joshua Resnick is a Managing Director of the Adivser who serves on the Issuer's board of directors. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick holds the option for the benefit of the Fund, the Nexus Fund and the Account. Mr. 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, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

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