Amir Nashat - Oct 15, 2024 Form 4 Insider Report for Camp4 Therapeutics Corp (CAMP)

Role
Director, 10%+ Owner
Signature
By: /s/ Thomas Danielski, Attorney-in-Fact
Stock symbol
CAMP
Transactions as of
Oct 15, 2024
Transactions value $
$9,999,990
Form type
4
Date filed
10/15/2024, 05:49 PM
Previous filing
Oct 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CAMP Common Stock Conversion of derivative security +1.25M 1.25M Oct 15, 2024 See Footnote F1, F2, F3
transaction CAMP Common Stock Conversion of derivative security +87.4K 87.4K Oct 15, 2024 See Footnote F1, F5
transaction CAMP Common Stock Conversion of derivative security +354K +28.3% 1.6M Oct 15, 2024 See Footnote F2, F3, F4
transaction CAMP Common Stock Conversion of derivative security +24.7K +28.3% 112K Oct 15, 2024 See Footnote F4, F5
transaction CAMP Common Stock Purchase $10M +909K $11.00 909K Oct 15, 2024 See Footnote F6, F7

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 CAMP Series A Prime Preferred Stock Conversion of derivative security -14M -100% 0 Oct 15, 2024 Common Stock 1.25M See Footnote F1, F2, F3
transaction CAMP Series A Prime Preferred Stock Conversion of derivative security -981K -100% 0 Oct 15, 2024 Common Stock 87.4K See Footnote F1, F5
transaction CAMP Series B Preferred Stock Conversion of derivative security -3.97M -100% 0 Oct 15, 2024 Common Stock 354K See Footnote F2, F3, F4
transaction CAMP Series B Preferred Stock Conversion of derivative security -278K -100% 0 Oct 15, 2024 Common Stock 24.7K See Footnote F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 15, 2024, the shares of Series A Prime Convertible Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F2 The reported securities are owned directly by Polaris Partners VII, L.P. ("PP VII"). Polaris Management Co. VII, L.L.C. ("PMC VII") is the general partner of PP VII. Each of David Barrett, Brian Chee, the Reporting Person, a member of the Issuer's board of directors, and Bryce Youngren (collectively, the "PMC VII Managing Members") are the managing members of PMC VII. Each of PMC VII and the PMC VII Managing Members, including the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP VII.
F3 Each of PMC VII and the PMC VII Managing Members, including the Reporting Person, disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F4 On October 15, 2024, the shares of Series B Preferred Stock automatically converted into shares of Common Stock on a 11.2158-for-one basis without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.
F5 The reported securities are owned directly by Polaris Entrepreneurs' Fund VII, L.P. ("PEF VII"). PMC VII is the general partner of PEF VII. Each of PMC VII and the PMC VII Managing Members, including the Reporting Person, in their respective capacities with respect to PMC VII, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PEF VII. Each of PMC VII and the PMC VII Managing Members, including the Reporting Person, disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PMC VII Managing Members, including the Reporting Person, or PMC VII is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F6 The reported securities are owned directly by Polaris Partners X, L.P. ("PP X"). Polaris Partners GP X, L.L.C. ("PPGP X") is the general partner of PP X. Each of Amy Schulman and Brian Chee are the managing members of PPGP X (the "PPGP X Managing Members"). The Reporting Person, a member of the Issuer's board of directors, is an interest holder of PPGP X. Each of PPGP X, the PPGP X Managing Members and the Reporting Person, in their respective capacities with respect to PPGP X, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP X.
F7 Each of PPGP X, the PPGP X Managing Members and the Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of the PPGP X Managing Members, the Reporting Person or PPGP X is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

PP X's purchase of the Issuer's common stock was also reported on a Form 3 filed by PPGP X, PP X and the PPGP X Managing Members on the date hereof.