Ra Capital Management, L.P. - Nov 8, 2022 Form 4 Insider Report for ARS Pharmaceuticals, Inc. (SPRY)

Role
Director
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
SPRY
Transactions as of
Nov 8, 2022
Transactions value $
$0
Form type
4
Date filed
11/10/2022, 05:00 PM
Previous filing
Oct 24, 2022
Next filing
Nov 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPRY Common Stock Award +2.11M 2.11M Nov 8, 2022 See Footnotes F1, F2, F5
transaction SPRY Common Stock Award +903K 903K Nov 8, 2022 See Footnotes F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 1,782,531 shares of common stock of ARS Pharmaceuticals, Inc. ("ARS") pursuant to an Agreement and Plan of Merger and Reorganization by and among ARS, the Issuer and Sabre Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on November 8, 2022, Merger Sub merged with and into ARS (the "Merger"), with ARS surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of ARS common stock was converted into the right to receive 1.1819 shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Silverback Therapeutics, Inc. to ARS Pharmaceuticals, Inc.
F2 These shares are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 Received in exchange for 763,942 shares of common stock of ARS pursuant to the Merger Agreement. Under the terms of the Merger Agreement, on November 8, 2022, Merger Sub merged with and into ARS (the "Merger"), with ARS surviving the Merger as a wholly-owned subsidiary of the Issuer. Upon the closing of the Merger, each share of ARS common stock was converted into the right to receive 1.1819 shares of the Issuer common stock. Subsequent to the Merger, the name of the Issuer was changed from Silverback Therapeutics, Inc. to ARS Pharmaceuticals, Inc.
F4 These shares are held directly by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II").
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. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.