Andrew David Levin - 18 May 2023 Form 4 Insider Report for Eliem Therapeutics, Inc. (CLYM)

Role: Executive Chairman, Director
Signature: /s/ Brian Woodard, Attorney-in-Fact
Issuer symbol: CLYM
Transactions as of: 18 May 2023
Net transactions value: $0
Form type: 4
Filing time: 22 May 2023, 17:02:46 UTC
Previous filing: 01 Jun 2022
Next filing: 28 Jun 2024
SEC: View on sec.gov

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	ELYM	Stock Option (Right To Buy)	Award	$0	+10,000		$0.000000	10,000	18 May 2023	Common Stock	10,000	$3.00	Direct	F1, F2

* 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 on the earlier of May 18, 2024 or the day immediately prior to the next annual meeting of stockholders, subject to the Reporting Person's continuous service through such date.
F2	Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.

Content

The shares subject to the option will vest on the earlier of May 18, 2024 or the day immediately prior to the next annual meeting of stockholders, subject to the Reporting Person's continuous service through such date.

Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.