RA CAPITAL MANAGEMENT, L.P. - 09 Feb 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.
Issuer symbol
MLYS
Transactions as of
09 Feb 2023
Net transactions value
$0
Form type
3
Filing time
09 Feb 2023, 19:06:00 UTC
Previous filing
24 Jan 2023
Next filing
16 Feb 2023
SEC
View on sec.gov

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 09 Feb 2023 Common Stock 1,735,629 See footnotes F1, F2, F3
holding MLYS Series B Preferred Stock 09 Feb 2023 Common Stock 192,847 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.