RA CAPITAL MANAGEMENT, L.P. - 05 Jun 2024 Form 4 Insider Report for Aerovate Therapeutics, Inc. (JBIO)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
JBIO
Transactions as of
05 Jun 2024
Net transactions value
$0
Form type
4
Filing time
07 Jun 2024, 20:29:10 UTC
Previous filing
31 May 2024
Next filing
10 Jun 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 AVTE Stock Option (Right to Buy) Award $0 +12,500 $0.000000 12,500 05 Jun 2024 Common Stock 12,500 $18.90 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 shares subject to this option will vest and become exercisable in full on the earlier of (i) June 5, 2025 or (ii) the next annual meeting of the Issuer's stockholders, subject to Mr. Resnick's continued service through the applicable 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 Joshua Resnick is a Senior Managing Director of the Adviser who serves on the Issuer's board of directors. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick holds the option for the benefit of the Fund. Mr. Resnick 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 to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Mr. Joshua Resnick, a Senior Managing Director of the Adviser, serves on the Issuer's board of directors.