RA CAPITAL MANAGEMENT, L.P. - 10 Feb 2025 Form 4 Insider Report for Sionna Therapeutics, Inc. (SION)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Issuer symbol
SION
Transactions as of
10 Feb 2025
Net transactions value
+$20,250,000
Form type
4
Filing time
10 Feb 2025, 17:04:15 UTC
Previous filing
06 Feb 2025
Next filing
24 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SION Common Stock Conversion of derivative security +5,021,990 +571% 5,900,779 10 Feb 2025 See footnotes F1, F2, F3
transaction SION Common Stock Conversion of derivative security +527,444 +154% 869,651 10 Feb 2025 See footnotes F1, F3, F4
transaction SION Common Stock Conversion of derivative security +2,222,084 2,222,084 10 Feb 2025 See footnotes F1, F3, F5
transaction SION Common Stock Conversion of derivative security +179,975 +122% 327,808 10 Feb 2025 See footnotes F1, F3, F6
transaction SION Common Stock Purchase $18,406,548 +1,022,586 +17% $18.00 6,923,365 10 Feb 2025 See footnotes F2, F3
transaction SION Common Stock Purchase $1,843,452 +102,414 +4.6% $18.00 2,324,498 10 Feb 2025 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 SION Series Seed Preferred Stock Conversion of derivative security $0 -819,153 -100% $0.000000 0 10 Feb 2025 Common Stock 560,642 See footnotes F1, F2, F3
transaction SION Series Seed Preferred Stock Conversion of derivative security $0 -319,069 -100% $0.000000 0 10 Feb 2025 Common Stock 218,375 See footnotes F1, F3, F4
transaction SION Series Seed Preferred Stock Conversion of derivative security $0 -138,054 -100% $0.000000 0 10 Feb 2025 Common Stock 94,486 See footnotes F1, F3, F6
transaction SION Series A Preferred Stock Conversion of derivative security $0 -1,229,830 -100% $0.000000 0 10 Feb 2025 Common Stock 841,716 See footnotes F1, F2, F3
transaction SION Series A Preferred Stock Conversion of derivative security $0 -451,580 -100% $0.000000 0 10 Feb 2025 Common Stock 309,069 See footnotes F1, F3, F4
transaction SION Series A Preferred Stock Conversion of derivative security $0 -124,908 -100% $0.000000 0 10 Feb 2025 Common Stock 85,489 See footnotes F1, F3, F6
transaction SION Series B Preferred Stock Conversion of derivative security $0 -923,773 -100% $0.000000 0 10 Feb 2025 Common Stock 632,244 See footnotes F1, F2, F3
transaction SION Series B Preferred Stock Conversion of derivative security $0 -2,155,469 -100% $0.000000 0 10 Feb 2025 Common Stock 1,475,237 See footnotes F1, F3, F5
transaction SION Series C Preferred Stock Conversion of derivative security $0 -4,364,874 -100% $0.000000 0 10 Feb 2025 Common Stock 2,987,388 See footnotes F1, F2, F3
transaction SION Series C Preferred Stock Conversion of derivative security $0 -1,091,219 -100% $0.000000 0 10 Feb 2025 Common Stock 746,847 See footnotes F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-1.4611 basis upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock had no expiration date.
F2 Held directly by RA Capital Healthcare Fund, L.P. (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"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), 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, the Fund, he Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 Held directly by the Nexus Fund.
F5 Held directly by Nexus Fund III.
F6 Held directly by the Account.

Remarks:

Joshua Resnick, a Partner of the Adviser, serves on the Issuer's board of directors.