R. Michael Carruthers - 04 Oct 2024 Form 4 Insider Report for OnKure Therapeutics, Inc. (OKUR)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2024 (the "Merger Agreement"), by and among Reneo Pharmaceuticals, Inc. ("Reneo"), Radiate Merger Sub I, a wholly owned subsidiary of Reneo ("Merger Sub I"), and OnKure, Inc. ("OnKure"), on October 4, 2024, Merger Sub I merged with and into OnKure, with OnKure surviving the merger as a wholly-owned subsidiary of Reneo (the "Merger"). At the effective time of the Merger, each share of OnKure common stock and Series C preferred stock was converted into the right to receive a number of shares of Reneo Class A Common Stock determined by multiplying each such share by a designated exchange exchange ratio (rounded down to the nearest whole share). After completion of the Merger, the combined company was renamed "OnKure Therapeutics, Inc." and the Class A Common Stock of the combined company trades on The Nasdaq Stock Market under the symbol "OKUR."

Footnote F2

These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon the meeting of both a "Service-Based Requirement" and a "Liquidity Event Plus Service Requirement." 1/16th of the RSUs met the "Service-Based" requirement on June 20, 2023 and 1/16th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. At the effective time of the Merger, each RSU of OnKure was assumed by, and converted into an RSU award of, Reneo covering such number of shares of Reneo Class A Common Stock determined by multiplying the number of shares of OnKure preferred stock subject to the RSU award by a designated exchange ratio (rounded down to the nearest whole share).

Footnote F3

All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Footnote F4

Each OnKure stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Reneo and became an option to acquire, on the same terms and conditions as were applicable to such OnKure stock option immediately prior to the effective time of the Merger, a number of shares of Reneo Class A common stock equal to the number of shares of OnKure common stock subject to the unexercised portion of the OnKure stock option immediately prior to the effective time of the Merger, multiplied by a designated exchange ratio (rounded down to the nearest whole share). The exercise price per share for the options is equal to the exercise price per share of such OnKure stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).

Footnote F5

1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Footnote F6

1/36th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.