RA CAPITAL MANAGEMENT, L.P. - 12 Jun 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
12 Jun 2025
Net transactions value
$0
Form type
4
Filing time
16 Jun 2025, 17:15:05 UTC
Previous filing
11 Jun 2025
Next filing
17 Jun 2025
SEC
View on sec.gov

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
RA CAPITAL MANAGEMENT, L.P. Director, 10%+ Owner 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 16 Jun 2025 0001346824
RA Capital Healthcare Fund LP Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 16 Jun 2025 0001315082
RA Capital Nexus Fund, L.P. Director C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. 16 Jun 2025 0001780117
RA Capital Nexus Fund III, L.P. Director C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 16 Jun 2025 0001883840
Kolchinsky Peter Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, individually 16 Jun 2025 0001384859
Shah Rajeev M. Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Rajeev Shah, individually 16 Jun 2025 0001619841

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 Non-Qualified Stock Option (right to buy) Award $0 +19,959 $0.000000 19,959 12 Jun 2025 Common Stock 19,959 $16.99 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option was granted to Joshua Resnick pursuant to the Issuer's non-employee director compensation policy. The shares underlying the option vest in full upon the earlier of June 12, 2026 or the date of the Issuer's next annual meeting, subject to Dr. Resnick's continued service as a director through such date.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund III, 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. Each of the Adviser, the Adviser GP, the Fund, the 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 its or his pecuniary interest therein.
F3 Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund III, and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.

Remarks:

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