Ra Capital Management, L.P. - May 22, 2024 Form 4 Insider Report for Mineralys Therapeutics, Inc. (MLYS)

Role
Director
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
MLYS
Transactions as of
May 22, 2024
Transactions value $
$0
Form type
4
Date filed
5/28/2024, 06:51 PM
Previous filing
May 14, 2024
Next filing
May 28, 2024

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 MLYS Stock Option Award $0 +22K $0.00 22K May 22, 2024 Common Stock 22K $12.52 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The stock option award vests in 12 substantially equal monthly installments beginning on June 22, 2024. In the event that the next annual meeting of stockholders occurs prior to May 22, 2025, any remaining unvested portion of the stock option award will vest on the date of such meeting.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). 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 III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3 Derek DiRocco is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. DiRocco's arrangement with the Adviser, Dr. DiRocco holds the option for the benefit of the Fund and the Nexus Fund III. 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 III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.