Leslie W. Kreis - Aug 12, 2024 Form 4/A Insider Report for ACTUATE THERAPEUTICS, INC. (ACTU)

Role
10%+ Owner
Signature
Leslie W. Kreis, Jr By: /s/ Daniel Schwarz, as attorney-in-fact
Stock symbol
ACTU
Transactions as of
Aug 12, 2024
Transactions value $
-$199,992
Form type
4/A
Date filed
8/20/2024, 08:45 PM
Date Of Original Report
Aug 14, 2024
Previous filing
Jun 11, 2024
Next filing
Oct 11, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACTU Common Stock Sale -$42.5K -5.31K -1.74% $8.00* 300K Aug 14, 2024 Directly held by Bios Fund II, LP F1, F2, F3, F4, F5
transaction ACTU Common Stock Sale -$139K -17.4K -1.74% $8.00* 980K Aug 14, 2024 Directly held by Bios Fund II QP, LP F2, F3, F4, F5, F6
transaction ACTU Common Stock Sale -$18.6K -2.32K -1.74% $8.00* 131K Aug 14, 2024 Directly held by Bios Fund II NT, LP F2, F3, F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares.
F2 The original Form 4 filed on August 14, 2024 is being amended by this Form 4 amendment solely to correct the price reported in column 4 of Table I in the original Form 4, which inadvertently included the incorrect price. This amended report does not report any new transactions and all other information reported in the original Form 4 is correct.
F3 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest").
F4 Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
F5 The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
F6 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares.
F7 On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares.

Remarks:

Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer.