RA CAPITAL MANAGEMENT, L.P. - 27 Jun 2024 Form 4 Insider Report for Eliem Therapeutics, Inc. (CLYM)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
CLYM
Transactions as of
27 Jun 2024
Net transactions value
+$49,952,817
Form type
4
Filing time
01 Jul 2024, 21:29:04 UTC
Previous filing
28 Jun 2024
Next filing
22 Jul 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELYM Common Stock Award +973,000 +9.2% 11,572,586 27 Jun 2024 See footnotes F1, F2, F3
transaction ELYM Common Stock Award +2,479,872 2,479,872 27 Jun 2024 See footnotes F1, F3, F4
transaction ELYM Common Stock Award +1,807,000 1,807,000 27 Jun 2024 See footnotes F1, F3, F5
transaction ELYM Common Stock Purchase $45,884,817 +11,949,171 +103% $3.84 23,521,757 27 Jun 2024 See footnotes F2, F3
transaction ELYM Common Stock Purchase $4,068,000 +1,059,375 +59% $3.84 2,866,375 27 Jun 2024 See footnotes F3, F5
holding ELYM Common Stock 1,226,497 27 Jun 2024 See footnotes F3, F6
holding ELYM Common Stock 483,679 27 Jun 2024 See footnotes F3, F7
holding ELYM Common Stock 841,087 27 Jun 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.