Bvf Partners L P/Il - May 10, 2023 Form 4 Insider Report for Structure Therapeutics Inc. (GPCR)

Role: 10%+ Owner
Signature: BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
Stock symbol: GPCR
Transactions as of: May 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/12/2023, 08:00 PM
Previous filing: May 9, 2023
Next filing: May 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPCR	Ordinary Shares, $0.0001 par value per share	Other		-4.02M	-100%		0	May 10, 2023	Direct	F1, F2, F3, F4
transaction	GPCR	Ordinary Shares, $0.0001 par value per share	Other		-2.93M	-100%		0	May 10, 2023	Direct	F1, F2, F3, F5
transaction	GPCR	Ordinary Shares, $0.0001 par value per share	Other		-463K	-100%		0	May 10, 2023	Direct	F1, F2, F3, F6
holding	GPCR	Ordinary Shares, $0.0001 par value per share						2.8M	May 10, 2023	Direct	F1, F4, F7
holding	GPCR	Ordinary Shares, $0.0001 par value per share						2.13M	May 10, 2023	Direct	F1, F5, F7
holding	GPCR	Ordinary Shares, $0.0001 par value per share						242K	May 10, 2023	Direct	F1, 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	GPCR	Convertible Non-Voting Ordinary Shares	Other		+4.02M			4.02M	May 10, 2023	Ordinary Shares	4.02M		Direct	F1, F2, F3, F4, F8
transaction	GPCR	Convertible Non-Voting Ordinary Shares	Other		+2.93M			2.93M	May 10, 2023	Ordinary Shares	2.93M		Direct	F1, F2, F3, F5, F8
transaction	GPCR	Convertible Non-Voting Ordinary Shares	Other		+463K			463K	May 10, 2023	Ordinary Shares	463K		Direct	F1, F2, F3, F6, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bvf Partners L P/Il is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2	On May 10, 2023, certain of the Reporting Persons entered into an Exchange Agreement with the Issuer (the "Exchange Agreement"), pursuant to which such Reporting Persons agreed to exchange an aggregate of 7,410,518 Ordinary Shares of the Issuer for a total of 7,410,518 newly designated Non-Voting Ordinary Shares of the Issuer (the "Non-Voting Ordinary Shares"). Pursuant to the Exchange Agreement, BVF exchanged 4,018,253 Ordinary Shares for 4,018,253 Non-Voting Ordinary Shares, BVF2 exchanged 2,929,660 Ordinary Shares for 2,929,660 Non-Voting Ordinary Shares and Trading Fund OS exchanged 462,605 Ordinary Shares for 462,605 Non-Voting Ordinary Shares.
F3	Each holder of Non-Voting Ordinary Shares has the right to convert each Non-Voting Ordinary Share held by such holder into one Ordinary Share at such holder's election; provided, however, that such Non-Voting Ordinary Shares may only be converted into Ordinary Shares during such time or times such conversion would not result in the holder(s) thereof beneficially owning (for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), when aggregated with affiliates with whom such holder is required to aggregate beneficial ownership for purposes of Section 13(d) of the Exchange Act, in excess of 9.99% of the Ordinary Shares (the "Beneficial Ownership Limitation"). The Non-Voting Ordinary Shares have no expiration date.
F4	Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
F5	Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
F6	Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
F7	Represents Ordinary Shares of the Issuer underlying American Depositary Shares ("ADS") of the Issuer directly owned by the Reporting Persons. Each ADS represents three Ordinary Shares.
F8	Represents Non-Voting Ordinary Shares of the Issuer. Each Non-Voting Ordinary Share is convertible into one Ordinary Share, subject to the Beneficial Ownership Limitation.