RA CAPITAL MANAGEMENT, L.P. - 10 May 2024 Form 4 Insider Report for iTeos Therapeutics, Inc. (ITOS)

Reporting relationship: Former 10% Owner
Issuer ticker: ITOS
Reported as of: 10 May 2024
Net transaction value: +$99,994,273
SEC form: 4
Accepted by SEC: 14 May 2024, 21:06:16 UTC
Prior SEC filing: 30 Apr 2024
Next SEC filing: 28 May 2024
Source filing: View source filing
Reporting owner signature: /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.

Key filing fact

RA CAPITAL MANAGEMENT, L.P. filed Form 4 for iTeos Therapeutics, Inc. (ITOS) on 14 May 2024.

Key facts

This page summarizes RA CAPITAL MANAGEMENT, L.P.'s Form 4 filing for iTeos Therapeutics, Inc. (ITOS).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 14 May 2024, 21:06.

Change

Previous filing in this sequence was filed on 30 Apr 2024.
Current net transaction value: +$99,994,273.

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.

ITOS transaction

Common Stock

Other

Transaction value
Shares: -900,000
Change %: -26%
Price
Shares after: 2,545,510
Date: 12 May 2024
Ownership: See footnotes
Footnotes: F1, F2, F3

ITOS holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 971,749
Date: 10 May 2024
Ownership: See footnotes
Footnotes: F2, F4

Reported derivative securities

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

ITOS transaction Derivative

Pre- Funded Warrants (Right to Buy)

Purchase

Transaction value: $99,994,273
Shares: +5,714,285
Change %
Price: $17.50
Shares after: 5,714,285
Date: 10 May 2024
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 5,714,285
Exercise price: $0.001000
Footnotes: F2, F3, F5

ITOS transaction Derivative

Pre- Funded Warrants (Right to Buy)

Other

Transaction value
Shares: +900,000
Change %: +16%
Price
Shares after: 6,614,285
Date: 12 May 2024
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 900,000
Exercise price: $0.001000
Footnotes: F1, F2, F3, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

RA CAPITAL MANAGEMENT, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On May 12, 2024, RA Capital Healthcare Fund, L.P. (the "Fund") entered into an exchange agreement with the Issuer, pursuant to which the Fund agreed to exchange 900,000 shares of the Issuer's Common Stock for a pre-funded warrant to purchase up to 900,000 shares of Common Stock.

Footnote F2

RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). 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, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

Footnote F3

Held directly by the Fund.

Footnote F4

Held directly by the Nexus Fund.

Footnote F5

The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.