BVF PARTNERS L P/IL - 10 May 2023 Form 4 Insider Report for Structure Therapeutics Inc. (GPCR)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
12 May 2023, 20:00:19 UTC
Prior SEC filing
09 May 2023
Next SEC filing
22 May 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President

Key filing fact

BVF PARTNERS L P/IL filed Form 4 for Structure Therapeutics Inc. (GPCR) on 12 May 2023.

Key facts

  • This page summarizes BVF PARTNERS L P/IL's Form 4 filing for Structure Therapeutics Inc. (GPCR).
  • 6 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 12 May 2023, 20:00.

Change

  • Previous filing in this sequence was filed on 09 May 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GPCR transaction

Ordinary Shares, $0.0001 par value per share

Other

Transaction value
Shares
-4,018,253
Change %
-100%
Price
Shares after
0
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F2, F3, F4
GPCR transaction

Ordinary Shares, $0.0001 par value per share

Other

Transaction value
Shares
-2,929,660
Change %
-100%
Price
Shares after
0
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F2, F3, F5
GPCR transaction

Ordinary Shares, $0.0001 par value per share

Other

Transaction value
Shares
-462,605
Change %
-100%
Price
Shares after
0
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F2, F3, F6
GPCR holding

Ordinary Shares, $0.0001 par value per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,801,529
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F4, F7
GPCR holding

Ordinary Shares, $0.0001 par value per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,130,657
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F5, F7
GPCR holding

Ordinary Shares, $0.0001 par value per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
241,755
Date
10 May 2023
Ownership
Direct
Footnotes
F1, F6, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GPCR transaction Derivative

Convertible Non-Voting Ordinary Shares

Other

Transaction value
Shares
+4,018,253
Change %
Price
Shares after
4,018,253
Date
10 May 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
4,018,253
Exercise price
Footnotes
F1, F2, F3, F4, F8
GPCR transaction Derivative

Convertible Non-Voting Ordinary Shares

Other

Transaction value
Shares
+2,929,660
Change %
Price
Shares after
2,929,660
Date
10 May 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
2,929,660
Exercise price
Footnotes
F1, F2, F3, F5, F8
GPCR transaction Derivative

Convertible Non-Voting Ordinary Shares

Other

Transaction value
Shares
+462,605
Change %
Price
Shares after
462,605
Date
10 May 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
462,605
Exercise price
Footnotes
F1, F2, F3, F6, F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

BVF PARTNERS L P/IL is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Footnote F2

On May 10, 2023, certain of the Reporting Persons entered into an Exchange Agreement with the Issuer (the "Exchange Agreement"), pursuant to which such Reporting Persons agreed to exchange an aggregate of 7,410,518 Ordinary Shares of the Issuer for a total of 7,410,518 newly designated Non-Voting Ordinary Shares of the Issuer (the "Non-Voting Ordinary Shares"). Pursuant to the Exchange Agreement, BVF exchanged 4,018,253 Ordinary Shares for 4,018,253 Non-Voting Ordinary Shares, BVF2 exchanged 2,929,660 Ordinary Shares for 2,929,660 Non-Voting Ordinary Shares and Trading Fund OS exchanged 462,605 Ordinary Shares for 462,605 Non-Voting Ordinary Shares.

Footnote F3

Each holder of Non-Voting Ordinary Shares has the right to convert each Non-Voting Ordinary Share held by such holder into one Ordinary Share at such holder's election; provided, however, that such Non-Voting Ordinary Shares may only be converted into Ordinary Shares during such time or times such conversion would not result in the holder(s) thereof beneficially owning (for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), when aggregated with affiliates with whom such holder is required to aggregate beneficial ownership for purposes of Section 13(d) of the Exchange Act, in excess of 9.99% of the Ordinary Shares (the "Beneficial Ownership Limitation"). The Non-Voting Ordinary Shares have no expiration date.

Footnote F4

Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

Footnote F5

Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

Footnote F6

Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

Footnote F7

Represents Ordinary Shares of the Issuer underlying American Depositary Shares ("ADS") of the Issuer directly owned by the Reporting Persons. Each ADS represents three Ordinary Shares.

Footnote F8

Represents Non-Voting Ordinary Shares of the Issuer. Each Non-Voting Ordinary Share is convertible into one Ordinary Share, subject to the Beneficial Ownership Limitation.

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