Ra Capital Management, L.P. - Feb 9, 2023 Form 3 Insider Report for Mineralys Therapeutics, Inc. (MLYS)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
MLYS
Transactions as of
Feb 9, 2023
Transactions value $
$0
Form type
3
Date filed
2/9/2023, 07:06 PM
Previous filing
Jan 24, 2023
Next filing
Feb 16, 2023

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
holding MLYS Series B Preferred Stock Feb 9, 2023 Common Stock 1.74M See footnotes F1, F2, F3
holding MLYS Series B Preferred Stock Feb 9, 2023 Common Stock 193K See footnotes F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of preferred stock of the Issuer is convertible into shares of common stock on a 10.798-for-one basis (which reflects the reverse stock split effected by the Issuer on February 1, 2023) at any time. The preferred stock will automatically convert into common stock upon closing of the Issuer's public offering.
F2 Shares are held directly by RA Capital Nexus Fund III, L.P. (the "Nexus Fund III").
F3 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and Nexus Fund III. The general partner of RA Capital Management, L.P. is RA Capital Management GP, LLC (the "Adviser GP"), of which Peter Kolchinsky, Ph.D. and Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah may be deemed to have voting and investment power over the shares held of record by the Fund and Nexus Fund III. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F4 Shares are held directly by the Fund.

Remarks:

Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.