Ra Capital Management, L.P. - Feb 9, 2023 Form 4 Insider Report for 89bio, Inc. (ETNB)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ETNB
Transactions as of
Feb 9, 2023
Transactions value $
$7,499,996
Form type
4
Date filed
4/15/2024, 04:15 PM
Previous filing
Jan 24, 2023
Next filing
Feb 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ETNB Common Stock Exercise of in-the-money or at-the-money derivative security $7.5M +1.41M +11.33% $5.33 13.8M Apr 11, 2024 See Footnotes F1, F2
holding ETNB Common Stock 335K Feb 9, 2023 See Footnotes F2, F3

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 ETNB Stock Option (Right to Buy) Award $0 +27.4K $0.00 27.4K Feb 9, 2023 Common Stock 27.4K $14.70 See footnotes F2, F4, F5
transaction ETNB Stock Option (Right to Buy) Award $0 +45.2K $0.00 45.2K Feb 1, 2024 Common Stock 45.2K $9.98 See footnotes F2, F5, F6
transaction ETNB Warrants (Right to Buy) Exercise of in-the-money or at-the-money derivative security $0 -2.82M -100% $0.00* 0 Apr 11, 2024 Common Stock 1.41M $5.33 See footnotes F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held directly by the RA Capital Healthcare Fund, L.P. (the "Fund").
F2 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, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3 Held directly by the Nexus Fund.
F4 This option represents a right to purchase a total of 27,400 shares of the Issuer's Common Stock, which vested in full on February 9, 2024.
F5 Under Dr. DiRocco's arrangement with the Adviser, Dr. DiRocco holds 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.
F6 This option represents a right to purchase a total of 45,150 shares of the Issuer's Common Stock, which will vest in full on February 1, 2025, subject to Dr. Derek DiRocco's continuous service to the Issuer through such date.

Remarks:

Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors. The grants of the stock options reported herein were timely reported by Dr. DiRocco on Forms 4 filed by Dr. DiRocco on February 13, 2023 and February 5, 2024; however, the grants were inadvertently not reported by the Reporting Persons by virtue of an administrative error.