RA CAPITAL MANAGEMENT, L.P. - 28 Oct 2024 Form 4 Insider Report for Septerna, Inc. (SEPN)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
SEPN
Transactions as of
28 Oct 2024
Net transactions value
+$75,060,000
Form type
4
Filing time
30 Oct 2024, 18:12:25 UTC
Previous filing
24 Oct 2024
Next filing
13 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEPN Common Stock Conversion of derivative security +1,695,515 1,695,515 28 Oct 2024 See footnotes F1, F2, F3
transaction SEPN Common Stock Conversion of derivative security +1,130,343 1,130,343 28 Oct 2024 See footnotes F1, F2, F4
transaction SEPN Common Stock Purchase $68,911,200 +3,828,400 +226% $18.00 5,523,915 28 Oct 2024 See footnotes F2, F3
transaction SEPN Common Stock Purchase $6,148,800 +341,600 +30% $18.00 1,471,943 28 Oct 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 -14,598,896 -100% 0 28 Oct 2024 Common Stock 1,695,515 See Footnotes F1, F2, F3
transaction SEPN Series B Preferred Stock Conversion of derivative security -9,732,596 -100% 0 28 Oct 2024 Common Stock 1,130,343 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.