BAKER BROS. ADVISORS LP - 05 Oct 2023 Form 4 Insider Report for Neoleukin Therapeutics, Inc. (NGNE)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
10 Oct 2023, 16:22:19 UTC
Prior SEC filing
05 Oct 2023
Next SEC filing
23 Oct 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing

Key filing fact

BAKER BROS. ADVISORS LP filed Form 4 for Neoleukin Therapeutics, Inc. (NGNE) on 10 Oct 2023.

Key facts

  • This page summarizes BAKER BROS. ADVISORS LP's Form 4 filing for Neoleukin Therapeutics, Inc. (NGNE).
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 10 Oct 2023, 16:22.

Change

  • Previous filing in this sequence was filed on 05 Oct 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.

NLTX transaction

Common Stock

Exercise of in-the-money or at-the-money derivative security

Transaction value
Shares
+57,049
Change %
+58%
Price
Shares after
155,874
Date
05 Oct 2023
Ownership
See Footnotes
Footnotes
F2, F4, F5, F6, F7
NLTX transaction

Common Stock

Exercise of in-the-money or at-the-money derivative security

Transaction value
Shares
+535,601
Change %
+48%
Price
Shares after
1,658,190
Date
05 Oct 2023
Ownership
See Footnotes
Footnotes
F2, F4, F5, F6, F8
NLTX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
452
Date
05 Oct 2023
Ownership
Direct
Footnotes
F1, F2
NLTX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
452
Date
05 Oct 2023
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

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

NLTX transaction Derivative

Pre-funded Warrants

Exercise of in-the-money or at-the-money derivative security

Transaction value
$0
Shares
-57,049
Change %
-24%
Price
$0.000000
Shares after
182,775
Date
05 Oct 2023
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
57,049
Exercise price
$0.000000
Footnotes
F2, F4, F5, F6, F9, F10
NLTX transaction Derivative

Pre-funded Warrants

Exercise of in-the-money or at-the-money derivative security

Transaction value
$0
Shares
-535,601
Change %
-26%
Price
$0.000000
Shares after
1,521,176
Date
05 Oct 2023
Ownership
See Footnotes
Underlying class
Common Stock
Underlying amount
535,601
Exercise price
$0.000000
Footnotes
F2, F4, F5, F6, F9, F11
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote F1

Common stock ("Common Stock") of Neoleukin Therapeutics, Inc. (the "Issuer") held directly by Felix J. Baker received from in-kind pro rata distributions without consideration.

Footnote F2

Reflects a 1-for-5 reverse stock split of the Common Stock effected by the Issuer on September 25, 2023.

Footnote F3

Common Stock held directly by Julian C. Baker received from in-kind pro rata distributions without consideration.

Footnote F4

On October 5, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.000005 per share ("Prefunded Warrants") to purchase 57,049 and 535,601 shares, respectively. The Prefunded Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock.

Footnote F5

Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds.

Footnote F6

Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F7

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Footnote F8

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Footnote F9

Pursuant to Instruction 4(c)(iii), this response has been left blank.

Footnote F10

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

Footnote F11

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

SEC remarks

M. Cantey Boyd, a full-time employee of Baker Bros. Advisors LP, is a director of Neoleukin Therapeutics, Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. On September 25, 2023, the Issuer effected at 1-for-5 reverse stock split of its Common Stock.

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