NEW ENTERPRISE ASSOCIATES 13 LP - 18 Jul 2023 Form 4 Insider Report for Sagimet Biosciences Inc. (SGMT)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney-in-fact
Issuer symbol
SGMT
Transactions as of
18 Jul 2023
Net transactions value
+$480,061
Form type
4
Filing time
20 Jul 2023, 18:56:46 UTC
Previous filing
13 Jul 2023
Next filing
31 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGMT Common Stock Other -37,676 -100% 0 18 Jul 2023 Direct F1, F2
transaction SGMT Series A Common Stock Other +37,676 37,676 18 Jul 2023 Direct F1, F2
transaction SGMT Series A Common Stock Conversion of derivative security +3,769,857 +10006% 3,807,533 18 Jul 2023 Direct F2, F3
transaction SGMT Series A Common Stock Exercise of in-the-money or at-the-money derivative security $10,653 +13,404 +0.35% $0.7948 3,820,937 18 Jul 2023 Direct F2, F4
transaction SGMT Series A Common Stock Sale $10,592 -662 -0.02% $16.00 3,820,275 18 Jul 2023 Direct F2, F4
transaction SGMT Series A Common Stock Purchase $480,000 +30,000 +0.79% $16.00 3,850,275 18 Jul 2023 Direct F2, F5

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 SGMT Series B Preferred Stock Conversion of derivative security $0 -1,301,130 -100% $0.000000* 0 18 Jul 2023 Common Stock 16,370 Direct F2, F3
transaction SGMT Series B-1 Preferred Stock Conversion of derivative security $0 -11,363,635 -100% $0.000000* 0 18 Jul 2023 Common Stock 142,974 Direct F2, F3, F6
transaction SGMT Series C Preferred Stock Conversion of derivative security $0 -11,363,634 -100% $0.000000* 0 18 Jul 2023 Common Stock 142,976 Direct F2, F3
transaction SGMT Series D Preferred Stock Conversion of derivative security $0 -14,659,091 -100% $0.000000* 0 18 Jul 2023 Common Stock 184,440 Direct F2, F3
transaction SGMT Series E Preferred Stock Conversion of derivative security $0 -237,893,958 -100% $0.000000* 0 18 Jul 2023 Common Stock 2,993,189 Direct F2, F3, F6
transaction SGMT Series F Preferred Stock Conversion of derivative security $0 -23,041,474 -100% $0.000000* 0 18 Jul 2023 Common Stock 289,908 Direct F2, F3, F6
transaction SGMT Common Stock Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -13,404 -100% $0.000000* 0 18 Jul 2023 Common Stock 13,404 $0.7948 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Series A Common Stock.
F2 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.
F3 Upon closing of the Issuer's initial public offering, 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") automatically converted on a 79.4784-to-one basis into Series A Common Stock. The Preferred Stock had no expiration date.
F4 The Common Stock Warrants automatically exercised in connection with the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 662 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 12,742 shares, after deducting the aggregate exercise price.
F5 NEA 13 purchased 30,000 shares of Series A Common Stock of the Issuer in connection with the Issuer's initial public offering.
F6 The Reporting Persons' Form 3 overreported the number of shares underlying the Preferred Stock by an aggregate of 6 shares.