Ra Capital Management, L.P. - Jun 27, 2024 Form 4 Insider Report for Eliem Therapeutics, Inc. (ELYM)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ELYM
Transactions as of
Jun 27, 2024
Transactions value $
$49,952,817
Form type
4
Date filed
7/1/2024, 09:29 PM
Previous filing
Jun 28, 2024
Next filing
Jul 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELYM Common Stock Award +973K +9.18% 11.6M Jun 27, 2024 See footnotes F1, F2, F3
transaction ELYM Common Stock Award +2.48M 2.48M Jun 27, 2024 See footnotes F1, F3, F4
transaction ELYM Common Stock Award +1.81M 1.81M Jun 27, 2024 See footnotes F1, F3, F5
transaction ELYM Common Stock Purchase $45.9M +11.9M +103.25% $3.84 23.5M Jun 27, 2024 See footnotes F2, F3
transaction ELYM Common Stock Purchase $4.07M +1.06M +58.63% $3.84 2.87M Jun 27, 2024 See footnotes F3, F5
holding ELYM Common Stock 1.23M Jun 27, 2024 See footnotes F3, F6
holding ELYM Common Stock 484K Jun 27, 2024 See footnotes F3, F7
holding ELYM Common Stock 841K Jun 27, 2024 See footnotes F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for equity of Tenet Medicines, Inc. ("Tenet") pursuant to an Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Issuer, Tango Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Tango Merger Sub") and Tenet (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, on June 27, 2024, Tenet was acquired by the Issuer through the merged of Tango Merger Sub with and into Tenet (the "Acquisition"), with Tenet surviving the Acquisition as a wholly-owned subsidiary of the Issuer.
F2 These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") 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 Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.
F4 These securities are held directly by Sera.
F5 These securities are held directly by Nexus Fund III.
F6 These securities are held directly by the Nexus Fund.
F7 These securities are held directly by the Nexus Fund II.
F8 These securities are held directly by the Account.

Remarks:

Dr. Andrew Levin, a Partner and Managing Director of the Adviser, serves on the Issuer's board of directors.