Ra Capital Management, L.P. - Jun 20, 2024 Form 4 Insider Report for ARS Pharmaceuticals, Inc. (SPRY)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
SPRY
Transactions as of
Jun 20, 2024
Transactions value $
$0
Form type
4
Date filed
6/24/2024, 05:13 PM
Previous filing
Jun 20, 2024
Next filing
Jun 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 SPRY Stock Option (Right to Buy) Award $0 +40K $0.00 40K Jun 20, 2024 Common Stock 40K $7.73 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 the option will vest in full on the earlier of (i) June 20, 2025 or (ii) the date of the Issuer's 2025 annual meeting of stockholders, which date has not been set by the Issuer's Board of Directors; subject to Dr. Peter Kolchinsky's continuous service to the Issuer 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") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). 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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
F3 Dr. Kolchinsky is a Managing Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Kolchinsky 's arrangement with the Adviser, Dr. Kolchinsky holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Kolchinsky 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 II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.