Ra Capital Management, L.P. - May 29, 2024 Form 4 Insider Report for Tyra Biosciences, Inc. (TYRA)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
TYRA
Transactions as of
May 29, 2024
Transactions value $
$0
Form type
4
Date filed
5/31/2024, 06:26 PM
Previous filing
May 24, 2024
Next filing
Jun 7, 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 TYRA Stock Option (right to buy) Award $0 +18.6K $0.00 18.6K May 29, 2024 Common Stock 18.6K $15.94 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program. 1/12th of the total number of shares of common stock subject to the option vest monthly following May 29, 2024, the date of grant. In the event the next occurring annual meeting of the Issuer's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer's stockholders, subject to Jake Simson's continuous service to the Issuer through each vesting date.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund") and a separately managed account (the "Account"). 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 their pecuniary interest therein.
F3 Under Mr. Simson's arrangement with the Adviser, Mr. Simson holds the option for the benefit of the Fund, the Nexus Fund, and the Account. Mr. Simson 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, the Nexus Fund, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest.

Remarks:

Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.