NEW ENTERPRISE ASSOCIATES 13 LP - 13 Jul 2023 Form 3 Insider Report for Sagimet Biosciences Inc. (SGMT)

Role: 10%+ Owner
Signature: /s/ Louis Citron, attorney-in-fact
Issuer symbol: SGMT
Transactions as of: 13 Jul 2023
Net transactions value: $0
Form type: 3
Filing time: 13 Jul 2023, 21:38:31 UTC
Previous filing: 10 Feb 2023
Next filing: 20 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SGMT	Common Stock						37,676	13 Jul 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SGMT	Series B Preferred Stock	13 Jul 2023	Common Stock	16,370		Direct	F1, F2
holding	SGMT	Series B-1 Preferred Stock	13 Jul 2023	Common Stock	142,977		Direct	F1, F2
holding	SGMT	Series C Preferred Stock	13 Jul 2023	Common Stock	142,977		Direct	F1, F2
holding	SGMT	Series D Preferred Stock	13 Jul 2023	Common Stock	184,441		Direct	F1, F2
holding	SGMT	Series E Preferred Stock	13 Jul 2023	Common Stock	2,993,190		Direct	F1, F2
holding	SGMT	Series F Preferred Stock	13 Jul 2023	Common Stock	289,908		Direct	F1, F2
holding	SGMT	Common Stock Warrant (right to buy)	13 Jul 2023	Common Stock	13,404	$0.7948	Direct	F1

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

Explanation of Responses:

Id	Content
F1	The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.
F2	Each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 79.4784-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on July 7, 2023) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.

Content

The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.

Each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 79.4784-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on July 7, 2023) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.