RA CAPITAL MANAGEMENT, L.P. - 14 Feb 2023 Form 4 Insider Report for Mineralys Therapeutics, Inc. (MLYS)

Role
Director
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
MLYS
Transactions as of
14 Feb 2023
Net transactions value
+$20,000,000
Form type
4
Filing time
16 Feb 2023, 16:04:34 UTC
Previous filing
15 Apr 2024
Next filing
27 Feb 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MLYS Common Stock Conversion of derivative security +1,735,629 1,735,629 14 Feb 2023 See footnotes F1, F2, F3
transaction MLYS Common Stock Purchase $2,105,600 +131,600 +7.6% $16.00 1,867,229 14 Feb 2023 See footnotes F2, F3
transaction MLYS Common Stock Conversion of derivative security +192,847 192,847 14 Feb 2023 See footnotes F1, F3, F4
transaction MLYS Common Stock Purchase $17,894,400 +1,118,400 +580% $16.00 1,311,247 14 Feb 2023 See footnotes F3, F4

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 Series B Preferred Stock Conversion of derivative security $0 -1,735,629 -100% $0.000000* 0 14 Feb 2023 Common Stock 1,735,629 See footnotes F1, F2, F3
transaction MLYS Series B Preferred Stock Conversion of derivative security $0 -192,847 -100% $0.000000* 0 14 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 automatically converted 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) upon closing of the Issuer's initial 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 and files separate Section 16 reports.