Nicholas A. Saccomano - Oct 4, 2024 Form 4 Insider Report for OnKure Therapeutics, Inc. (OKUR)

Role: President and CEO, Director
Signature: /s/ Rogan Nunn, by power of attorney
Stock symbol: OKUR
Transactions as of: Oct 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/8/2024, 07:29 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OKUR	Class A Common Stock	Award		+4.56K			4.56K	Oct 4, 2024	Direct	F1, F2

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	OKUR	Employee Stock Option (right to buy)	Award		+2.36K			2.36K	Oct 4, 2024	Class A Common Stock	2.36K	$21.20	Direct	F3, F4
transaction	OKUR	Employee Stock Option (right to buy)	Award		+1.49K			1.49K	Oct 4, 2024	Class A Common Stock	1.49K	$13.99	Direct	F4, F5
transaction	OKUR	Employee Stock Option (right to buy)	Award		+16.9K			16.9K	Oct 4, 2024	Class A Common Stock	16.9K	$13.99	Direct	F4, F6
transaction	OKUR	Employee Stock Option (right to buy)	Award		+8.45K			8.45K	Oct 4, 2024	Class A Common Stock	8.45K	$13.99	Direct	F4, F6
transaction	OKUR	Employee Stock Option (right to buy)	Award	$0	+542K		$0.00	542K	Oct 4, 2024	Class A Common Stock	542K	$18.20	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon the meeting of both a "Service-Based Requirement" and a "Liquidity Event Plus Service Requirement." 1/16th of the RSUs met the "Service-Based" requirement on June 20, 2023 and 1/16th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. The Liquidity Event Plus Service Requirement will be satisfied on the 181st day following the closing of the Merger (as defined below), subject to the Reporting Person continuing as a service provider through such date. On October 4, 2024, the effective time of the Merger, each RSU of OnKure (as defined below) (footnote continued in footnote (2))
F2	(continued from footnote (1)) was assumed by, and converted into an RSU award of, Reneo (as defined below) covering such number of shares of Reneo Class A Common Stock determined by multiplying the number of shares of OnKure preferred stock subject to the RSU award by a designated exchange ratio (rounded down to the nearest whole share). The Agreement and Plan of Merger, dated as of May 10, 2024 (the "Merger Agreement"), by and among Reneo Pharmaceuticals, Inc. ("Reneo"), Radiate Merger Sub I, a wholly owned subsidiary of Reneo ("Merger Sub I"), and OnKure, Inc. ("OnKure"), provided for the merger of Merger Sub I with and into OnKure, with OnKure surviving the merger as a wholly-owned subsidiary of Reneo (the "Merger"). After completion of the Merger, the combined company was renamed "OnKure Therapeutics, Inc." and the Class A Common Stock of the combined company trades on The Nasdaq Stock Market under the symbol "OKUR."
F3	1/12th of the shares subject to the option vested on March 31, 2022 and 1/12th of the shares subject to the option vest on the last day of each quarter thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F4	Each OnKure stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Reneo and became an option to acquire, on the same terms and conditions as were applicable to such OnKure stock option immediately prior to the effective time of the Merger, a number of shares of Reneo Class A common stock equal to the number of shares of OnKure common stock subject to the unexercised portion of the OnKure stock option immediately prior to the effective time of the Merger, multiplied by a designated exchange ratio (rounded down to the nearest whole share). The exercise price per share for the options is equal to the exercise price per share of such OnKure stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).
F5	1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date.
F6	All of the shares subject to this option are fully vested and exercisable as of the date hereof.
F7	1/36th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.