| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| RA CAPITAL MANAGEMENT, L.P. | Director, 10%+ Owner | 200 BERKELEY STREET, 18TH FLOOR, BOSTON | /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 2025-11-03 | 0001346824 |
| RA Capital Healthcare Fund LP | Director, 10%+ Owner | 200 BERKELEY STREET, 18TH FLOOR, BOSTON | /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P. | 2025-11-03 | 0001315082 |
| RA Capital Nexus Fund, L.P. | Director, 10%+ Owner | 200 BERKELEY STREET, 18TH FLOOR, BOSTON | /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. | 2025-11-03 | 0001780117 |
| Kolchinsky Peter | Director, 10%+ Owner | C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON | /s/ Peter Kolchinsky, individually | 2025-11-03 | 0001384859 |
| Shah Rajeev M. | Director, 10%+ Owner | C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON | /s/ Rajeev Shah, individually | 2025-11-03 | 0001619841 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ETNB | Common Stock | Disposed to Issuer | -19.6M | -100% | 0 | Oct 30, 2025 | See Footnotes | F1, F2, F3, F4 | ||
| transaction | ETNB | Common Stock | Disposed to Issuer | -335K | -100% | 0 | Oct 30, 2025 | See Footnotes | F1, F2, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ETNB | Pre-Funded Warrants (Right to Buy) | Disposed to Issuer | $0 | -4.33M | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 4.33M | $0.00 | See footnotes | F1, F2, F3, F4, F6 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -7K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 7K | $21.40 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -7K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 7K | $24.29 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -12.5K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 12.5K | $24.16 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -25K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 25K | $2.64 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -27.4K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 27.4K | $14.70 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -45.2K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 45.2K | $9.98 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
| transaction | ETNB | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -56.4K | -100% | $0.00 | 0 | Oct 30, 2025 | Common Stock | 56.4K | $9.60 | See footnotes | F1, F2, F4, F7, F8, F9, F10 |
Ra Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | In connection with the terms of an Agreement and Plan of Merger, dated as of September 17, 2025 (the "Merger Agreement"), by and among the Issuer, 89bio, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Bluefin Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Parent and Merger Sub completed a tender offer for shares of the Issuer's Common Stock (the "Shares") at an offer price per Share of (i) $14.50 per Share in cash, without interest (the "Closing Amount") less any required withholding taxes, plus (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share, [continues to footnote 2] |
| F2 | [continues from footnote 1] in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"). After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of October 30, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. |
| F3 | Held directly by the RA Capital Healthcare Fund, L.P. (the "Fund"). |
| F4 | RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or their pecuniary interest therein. |
| F5 | Held directly by the Nexus Fund. |
| F6 | As of immediately prior to and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder thereof, pursuant to the Merger Agreement each then-outstanding company-issued warrant that had an exercise price per Share that was less than the Closing Amount (each, an "In the Money Warrant") was automatically deemed to be exercised into the number of Shares subject to such In the Money Warrant and converted automatically into the right to receive: (A) an amount in cash, without interest and subject to deduction for required withholding taxes, equal to the product of (x) the excess of the Closing Amount over the exercise price of such In the Money Warrant and (y) the number of Shares subject to such In the Money Warrant, plus (B) one CVR with respect to each Share subject to such In the Money Warrant. |
| F7 | As of immediately prior to and conditioned upon the occurrence of the Effective Time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the Effective Time of the Merger, was cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to the product of (A) an amount equal to the excess of the Closing Amount over the exercise price per Share with respect to such Option and (B) the number of Shares subject to such Option plus (ii) one CVR with respect to each Share subject to such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Closing Amount, but less than $20.50 (any such option, an "Out of the Money Option"), [continues to Footnote 8] |
| F8 | [Continues from Footnote 7] such Out of the Money Option was not entitled to any payment of the Closing Amount in respect thereof and each Out of the Money Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Out of the Money Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (i) the number of Shares subject to such Out of the Money Option, and (ii) the amount, if any, by which (A) the Closing Amount plus the applicable milestone payment plus any other milestone payment that previously became due and payable under the terms of the CVR Agreement exceeds (B) the exercise price per Share with respect to such Out of the Money Option plus the amounts, [continues to Footnote 9] |
| F9 | [Continues from Footnote 8] if any, paid to such Option holder with respect to such CVR in respect of any milestone payments that previously became due and payable under the terms of the CVR Agreement; provided further, that any Option with an exercise price that was equal to or greater than $20.50, was cancelled immediately prior to the Effective Time of the Merger without the receipt of any payment of the Closing Amount or CVR in respect thereof. |
| F10 | Under Dr. DiRocco's arrangement with the Adviser, Dr. DiRocco held the option for the benefit of the Fund and the Nexus Fund. Dr. DiRocco is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock. |
Dr. Derek DiRocco, a Partner of the Adviser, served on the Issuer's board of directors.