Ra Capital Management, L.P. - Oct 18, 2024 Form 4 Insider Report for Tyra Biosciences, Inc. (TYRA)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
TYRA
Transactions as of
Oct 18, 2024
Transactions value $
$0
Form type
4
Date filed
10/22/2024, 05:04 PM
Previous filing
Sep 18, 2024
Next filing
Oct 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TYRA Common Stock Other -1M -11.8% 7.48M Oct 18, 2024 See footnotes F1, F2, F3
holding TYRA Common Stock 1.5M Oct 18, 2024 See footnotes F3, F4
holding TYRA Common Stock 443K Oct 18, 2024 See footnotes F3, F5

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 TYRA Pre-Funded Warrants (Right to Buy) Other +2.36M 1M Oct 18, 2024 Common Stock 1M $0.00 See footnotes F1, F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 18, 2024, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, for no additional consideration, 1,000,000 shares of the Issuer's Common Stock for a pre-funded warrant exercisable for up to 1,000,000 shares of the Issuer's Common Stock at an exercise price of $0.001 per share (the "Exchange Warrant").
F2 These securities are held directly by 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"), 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 These securities are held directly by the Nexus Fund.
F5 These securities are held directly by the Account.
F6 The Exchange Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Exchange 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 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

Remarks:

Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.