Ra Capital Management, L.P. - Oct 28, 2024 Form 4 Insider Report for Septerna, Inc. (SEPN)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
SEPN
Transactions as of
Oct 28, 2024
Transactions value $
$75,060,000
Form type
4
Date filed
10/30/2024, 06:12 PM
Previous filing
Oct 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEPN Common Stock Conversion of derivative security +1.7M 1.7M Oct 28, 2024 See footnotes F1, F2, F3
transaction SEPN Common Stock Conversion of derivative security +1.13M 1.13M Oct 28, 2024 See footnotes F1, F2, F4
transaction SEPN Common Stock Purchase $68.9M +3.83M +225.8% $18.00 5.52M Oct 28, 2024 See footnotes F2, F3
transaction SEPN Common Stock Purchase $6.15M +342K +30.22% $18.00 1.47M Oct 28, 2024 See footnotes F2, F4

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 SEPN Series B Preferred Stock Conversion of derivative security -14.6M -100% 0 Oct 28, 2024 Common Stock 1.7M See Footnotes F1, F2, F3
transaction SEPN Series B Preferred Stock Conversion of derivative security -9.73M -100% 0 Oct 28, 2024 Common Stock 1.13M See Footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B Preferred Stock (the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-8.6103 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). 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, the Nexus Fund III, 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 Held directly by the Nexus Fund III.

Remarks:

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