RA CAPITAL MANAGEMENT, L.P. - 28 Oct 2024 Form 4 Insider Report for Septerna, Inc. (SEPN)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: SEPN
Reported as of: 28 Oct 2024
Net transaction value: +$75,060,000
SEC form: 4
Accepted by SEC: 30 Oct 2024, 18:12:25 UTC
Prior SEC filing: 24 Oct 2024
Next SEC filing: 13 Nov 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 Septerna, Inc. (SEPN) on 30 Oct 2024.

Key facts

This page summarizes RA CAPITAL MANAGEMENT, L.P.'s Form 4 filing for Septerna, Inc. (SEPN).
6 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 30 Oct 2024, 18:12.

Change

Previous filing in this sequence was filed on 24 Oct 2024.
Current net transaction value: +$75,060,000.

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.

SEPN transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +1,695,515
Change %
Price
Shares after: 1,695,515
Date: 28 Oct 2024
Ownership: See footnotes
Footnotes: F1, F2, F3

SEPN transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +1,130,343
Change %
Price
Shares after: 1,130,343
Date: 28 Oct 2024
Ownership: See footnotes
Footnotes: F1, F2, F4

SEPN transaction

Common Stock

Purchase

Transaction value: $68,911,200
Shares: +3,828,400
Change %: +226%
Price: $18.00
Shares after: 5,523,915
Date: 28 Oct 2024
Ownership: See footnotes
Footnotes: F2, F3

SEPN transaction

Common Stock

Purchase

Transaction value: $6,148,800
Shares: +341,600
Change %: +30%
Price: $18.00
Shares after: 1,471,943
Date: 28 Oct 2024
Ownership: See footnotes
Footnotes: F2, F4

Reported derivative securities

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

SEPN transaction Derivative

Series B Preferred Stock

Conversion of derivative security

Transaction value
Shares: -14,598,896
Change %: -100%
Price
Shares after: 0
Date: 28 Oct 2024
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,695,515
Exercise price
Footnotes: F1, F2, F3

SEPN transaction Derivative

Series B Preferred Stock

Conversion of derivative security

Transaction value
Shares: -9,732,596
Change %: -100%
Price
Shares after: 0
Date: 28 Oct 2024
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,130,343
Exercise price
Footnotes: F1, F2, F4

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Each share of Series B Preferred Stock (the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-8.6103 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.

Footnote F2

RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). 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 III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

Footnote F3

Held directly by the Fund.

Footnote F4

Held directly by the Nexus Fund III.

SEC remarks

Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.