Ra Capital Management, L.P. - Aug 21, 2024 Form 4 Insider Report for Fulcrum Therapeutics, Inc. (FULC)

Role
10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
FULC
Transactions as of
Aug 21, 2024
Transactions value $
$0
Form type
4
Date filed
8/23/2024, 04:10 PM
Previous filing
Aug 14, 2024
Next filing
Sep 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FULC Common Stock Other -8.5M -73.21% 3.11M Aug 21, 2024 See footnotes F1, F2, F3

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 FULC Warrant (Right to Buy) Other +8.5M 8.5M Aug 21, 2024 Common Stock 8.5M $0.00 See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ra Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, on a 1:1 basis, 8,500,000 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.001 per share (each a "Pre-Funded Warrant").
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. 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, 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 Held directly by the Fund.
F4 The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.