Ra Capital Management, L.P. - Feb 9, 2023 Form 4 Insider Report for Mineralys Therapeutics, Inc. (MLYS)

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
4
Date filed
2/13/2023, 08:13 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
transaction MLYS Stock Option Award $0 +44K $0.00 44K Feb 9, 2023 Common Stock 44K $16.00 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The stock option vests in 36 monthly installments beginning on March 9, 2023.
F2 The option was awarded to Dr. Derek DiRocco in connection with his service as a director of the Issuer. Dr. DiRocco is a Partner of RA Capital Management, L.P. (the "Adviser") and, under his arrangement with the Adviser, Dr. DiRocco holds the option for the benefit of RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). Dr. DiRocco 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 and Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
F3 The Adviser is the investment manager for the Fund and Nexus Fund III. The general partner of the Fund 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 Funds 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.

Remarks:

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