RA CAPITAL MANAGEMENT, L.P. - 10 May 2024 Form 4 Insider Report for iTeos Therapeutics, Inc. (ITOS)

Role
Former 10% Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
ITOS
Transactions as of
10 May 2024
Net transactions value
+$99,994,273
Form type
4
Filing time
14 May 2024, 21:06:16 UTC
Previous filing
30 Apr 2024
Next filing
28 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ITOS Common Stock Other -900,000 -26% 2,545,510 12 May 2024 See footnotes F1, F2, F3
holding ITOS Common Stock 971,749 10 May 2024 See footnotes F2, F4

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 ITOS Pre- Funded Warrants (Right to Buy) Purchase $99,994,273 +5,714,285 $17.50 5,714,285 10 May 2024 Common Stock 5,714,285 $0.001000 See footnotes F2, F3, F5
transaction ITOS Pre- Funded Warrants (Right to Buy) Other +900,000 +16% 6,614,285 12 May 2024 Common Stock 900,000 $0.001000 See footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

RA CAPITAL MANAGEMENT, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 12, 2024, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an exchange agreement with the Issuer, pursuant to which the Fund agreed to exchange 900,000 shares of the Issuer's Common Stock for a pre-funded warrant to purchase up to 900,000 shares of Common Stock.
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 Fund.
F4 Held directly by the Nexus Fund.
F5 The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.