New Enterprise Associates 13 Lp - Jul 18, 2023 Form 4 Insider Report for Sagimet Biosciences Inc. (SGMT)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
SGMT
Transactions as of
Jul 18, 2023
Transactions value $
$480,061
Form type
4
Date filed
7/20/2023, 06:56 PM
Previous filing
Jul 13, 2023
Next filing
Jan 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGMT Common Stock Other -37.7K -100% 0 Jul 18, 2023 Direct F1, F2
transaction SGMT Series A Common Stock Other +37.7K 37.7K Jul 18, 2023 Direct F1, F2
transaction SGMT Series A Common Stock Conversion of derivative security +3.77M +10005.99% 3.81M Jul 18, 2023 Direct F2, F3
transaction SGMT Series A Common Stock Exercise of in-the-money or at-the-money derivative security $10.7K +13.4K +0.35% $0.79 3.82M Jul 18, 2023 Direct F2, F4
transaction SGMT Series A Common Stock Sale -$10.6K -662 -0.02% $16.00 3.82M Jul 18, 2023 Direct F2, F4
transaction SGMT Series A Common Stock Purchase $480K +30K +0.79% $16.00 3.85M Jul 18, 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 -1.3M -100% $0.00* 0 Jul 18, 2023 Common Stock 16.4K Direct F2, F3
transaction SGMT Series B-1 Preferred Stock Conversion of derivative security $0 -11.4M -100% $0.00* 0 Jul 18, 2023 Common Stock 143K Direct F2, F3, F6
transaction SGMT Series C Preferred Stock Conversion of derivative security $0 -11.4M -100% $0.00* 0 Jul 18, 2023 Common Stock 143K Direct F2, F3
transaction SGMT Series D Preferred Stock Conversion of derivative security $0 -14.7M -100% $0.00* 0 Jul 18, 2023 Common Stock 184K Direct F2, F3
transaction SGMT Series E Preferred Stock Conversion of derivative security $0 -238M -100% $0.00* 0 Jul 18, 2023 Common Stock 2.99M Direct F2, F3, F6
transaction SGMT Series F Preferred Stock Conversion of derivative security $0 -23M -100% $0.00* 0 Jul 18, 2023 Common Stock 290K Direct F2, F3, F6
transaction SGMT Common Stock Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -13.4K -100% $0.00* 0 Jul 18, 2023 Common Stock 13.4K $0.79 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.