Ra Capital Management, L.P. - Jun 27, 2023 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
Jun 27, 2023
Transactions value $
$0
Form type
4
Date filed
6/28/2023, 09:00 PM
Previous filing
Jun 23, 2023
Next filing
Jul 7, 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 SPRY Stock Option (Right to Buy) Award $0 +40K $0.00 40K Jun 27, 2023 Common Stock 40K $6.50 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares subject to the option will vest in full on the earlier of June 27, 2024 or the date of the Issuer's 2024 annual meeting of stockholders, which date has not been set by the Issuer's Board of Directors.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (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.
F3 Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Kolchinsky 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 the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest.

Remarks:

Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.