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PRLD

Prelude Therapeutics Inc

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5561
SEC CIK
0001678660
Parsed reports
185

Last 12 months

Inside the activity.

4 purchase rows · 0 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202500
Dec 202500
Jan 202600
Feb 202600
Mar 202600
Apr 202640
May 202600
Jun 202600
Jul 202600
Aug 202600
Sep 202600
Oct 202600

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
September 29, 2020 Filed Sep 30, 2020 23:53 UTC ConversionCommon Stock 152,576 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052518 · doc4.xml · nonDerivative · entry 2

FRIEDMAN PAUL A · CIK 0001236927 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500,098

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series A and Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering on September 29, 2020 and had no expiration date.

Read SEC document
September 29, 2020 Filed Sep 30, 2020 23:53 UTC ConversionCommon Stock 295,794 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052518 · doc4.xml · nonDerivative · entry 1

FRIEDMAN PAUL A · CIK 0001236927 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 347,522

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series A and Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering on September 29, 2020 and had no expiration date.

Read SEC document
September 25, 2020 Filed Sep 30, 2020 00:10 UTC
ORBIMED ADVISORS LLCDirector · 10% owner
OrbiMed Capital GP VI LLCDirector · 10% owner
ORBIMED CAPITAL LLCDirector · 10% owner
PurchaseCommon Stock 710,500 $19.00 $13,499,500.00
Disclosure

SEC source: 0001209191-20-052404 · doc4.xml · nonDerivative · entry 2

ORBIMED ADVISORS LLC · CIK 0001055951 · Director · 10% owner

OrbiMed Capital GP VI LLC · CIK 0001682115 · Director · 10% owner

ORBIMED CAPITAL LLC · CIK 0001157524 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 917,412

F2 · ownership.nature: This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed Capital GP VI LLC ("GP VI"), and OrbiMed Capital. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

F3 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). GP VI is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

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September 25, 2020 Filed Sep 30, 2020 00:10 UTC
ORBIMED ADVISORS LLCDirector · 10% owner
OrbiMed Capital GP VI LLCDirector · 10% owner
ORBIMED CAPITAL LLCDirector · 10% owner
PurchaseCommon Stock 526,300 $19.00 $9,999,700.00
Disclosure

SEC source: 0001209191-20-052404 · doc4.xml · nonDerivative · entry 1

ORBIMED ADVISORS LLC · CIK 0001055951 · Director · 10% owner

OrbiMed Capital GP VI LLC · CIK 0001682115 · Director · 10% owner

ORBIMED CAPITAL LLC · CIK 0001157524 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 526,300

F1 · ownership.nature: These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of the Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPM.

F2 · ownership.nature: This report on Form 4 is jointly filed by OrbiMed Advisors, OrbiMed Capital GP VI LLC ("GP VI"), and OrbiMed Capital. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

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September 25, 2020 Filed Sep 30, 2020 23:52 UTC
Bonita David PDirector · 10% owner
PurchaseCommon Stock 710,500 $19.00 $13,499,500.00
Disclosure

SEC source: 0001209191-20-052517 · doc4.xml · nonDerivative · entry 2

Bonita David P · CIK 0001572451 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 917,412

F2 · shares: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F3 · shares: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

F2 · ownership.nature: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F3 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

Read SEC document
September 25, 2020 Filed Sep 30, 2020 23:52 UTC
Bonita David PDirector · 10% owner
PurchaseCommon Stock 526,300 $19.00 $9,999,700.00
Disclosure

SEC source: 0001209191-20-052517 · doc4.xml · nonDerivative · entry 1

Bonita David P · CIK 0001572451 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 526,300

F1 · shares: These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of the Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPM.

F2 · shares: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F1 · ownership.nature: These securities are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors LLC ("OrbiMed Advisors"). OrbiMed Advisors and OrbiMed Capital exercise voting and investment power through a management committee comprised of the Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPM.

F2 · ownership.nature: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Read SEC document
September 24, 2020 Filed Sep 28, 2020 19:35 UTC
Dier MardiDirector
GrantDirector Stock Option (right to buy) · Derivative 3,458 $0.00 Strike: $19.00 $0.00
Disclosure

SEC source: 0001209191-20-052266 · doc4.xml · derivative · entry 1

Dier Mardi · CIK 0001574591 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,458

Underlying: Common Stock · 3,458 shares

Expires 2030-09-23

F1 · derivative.exercise_date: The stock option vests as of 1/36 of the total shares monthly beginning on September 24, 2020 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Read SEC document
September 24, 2020 Filed Sep 28, 2020 23:37 UTC GrantDirector Stock Option (right to buy) · Derivative 3,458 $0.00 Strike: $19.00 $0.00
Disclosure

SEC source: 0001209191-20-052267 · doc4.xml · derivative · entry 1

Sandor Victor · CIK 0001620368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,458

Underlying: Common Stock · 3,458 shares

Expires 2030-09-23

F1 · derivative.exercise_date: The stock option vests as of 1/36 of the total shares monthly beginning on September 24, 2020 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Read SEC document
September 24, 2020 Filed Sep 30, 2020 22:37 UTC
BAKER BROS. ADVISORS LPDirector · 10% owner
667, L.P.Director · 10% owner
Baker Bros. Advisors (GP) LLCDirector · 10% owner
Baker Brothers Life Sciences LPDirector · 10% owner
BAKER FELIXDirector · 10% owner
BAKER JULIANDirector · 10% owner
GrantNon-Qualified Stock Option (right to buy) · Derivative 46,688 $0.00 Strike: $12.85 $0.00
Disclosure

SEC source: 0001638599-20-000842 · doc4_6886.xml · derivative · entry 13

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 46,688

Underlying: Common Stock · 46,688 shares

Expires 2030-09-01

F17 · shares: This number reflects the 1 for 1.1566 reverse stock split effected on September 18, 2020.

F15 · derivative.exercise_date: 46,688 non-qualified stock options ("Stock Options") exercisable solely into Common Stock were granted under the Issuer's 2016 Stock Incentive Plan to Dr. Kelvin M. Neu, a full-time employee of the Adviser in his capacity as a director of the Issuer. The Stock Options have a strike price of $12.85, vest in 36 equal monthly installments beginning on October 24, 2020, subject to Dr. Neu's continued service on the board of directors of the Issuer (the "Board").

F1 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 by 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 by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F2 · ownership.nature: 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.

F16 · ownership.nature: Dr. Neu serves on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Dr. Neu does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).

Read SEC document
September 24, 2020 Filed Sep 30, 2020 23:52 UTC
Bonita David PDirector · 10% owner
GrantDirector Stock Option (right to buy) · Derivative 46,688 $0.00 Strike: $12.85 $0.00
Disclosure

SEC source: 0001209191-20-052517 · doc4.xml · derivative · entry 4

Bonita David P · CIK 0001572451 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,688

Underlying: Common Stock · 46,688 shares

Expires 2030-09-01

F5 · derivative.exercise_date: The stock option vested as to 1/36 of the total shares monthly beginning on September 24, 2020 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Read SEC document
August 21, 2020 Filed Sep 30, 2020 22:37 UTC
BAKER BROS. ADVISORS LPDirector · 10% owner
667, L.P.Director · 10% owner
Baker Bros. Advisors (GP) LLCDirector · 10% owner
Baker Brothers Life Sciences LPDirector · 10% owner
BAKER FELIXDirector · 10% owner
BAKER JULIANDirector · 10% owner
PurchaseSeries C Preferred Stock · Derivative 957,211 $14.52 $13,898,320.84
Disclosure

SEC source: 0001638599-20-000842 · doc4_6886.xml · derivative · entry 12

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 957,211

Underlying: Common Stock or Non-Voting Common Stock · 957,211 shares

Expires not disclosed

F20 · derivative.exercise_price: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F21 · shares: On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing.

F21 · price: On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing.

F20 · derivative.exercise_date: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F20 · derivative.expiration_date: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F20 · derivative.underlying: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F1 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 by 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 by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F2 · ownership.nature: 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.

F12 · ownership.nature: After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II beneficially owned 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.

Read SEC document
August 21, 2020 Filed Sep 30, 2020 22:37 UTC
BAKER BROS. ADVISORS LPDirector · 10% owner
667, L.P.Director · 10% owner
Baker Bros. Advisors (GP) LLCDirector · 10% owner
Baker Brothers Life Sciences LPDirector · 10% owner
BAKER FELIXDirector · 10% owner
BAKER JULIANDirector · 10% owner
PurchaseSeries C Preferred Stock · Derivative 75,873 $14.52 $1,101,645.61
Disclosure

SEC source: 0001638599-20-000842 · doc4_6886.xml · derivative · entry 11

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 75,873

Underlying: Common Stock or Non-Voting Common Stock · 75,873 shares

Expires not disclosed

F20 · derivative.exercise_price: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F21 · shares: On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing.

F21 · price: On August 21, 2020, 667 and Life Sciences purchased 75,873 and 957,211 Series C Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $14.5196 per share in a private financing.

F20 · derivative.exercise_date: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F20 · derivative.expiration_date: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F20 · derivative.underlying: Series C Preferred were converted at the election of the holder or automatically converted at the Series C Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series C Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F1 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 by 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 by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F2 · ownership.nature: 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.

F11 · ownership.nature: After giving effect to the transaction 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 the securities reported in column 7 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.

Read SEC document
August 21, 2020 Filed Sep 30, 2020 23:54 UTC Amendment
ORBIMED ADVISORS LLCDirector · 10% owner
OrbiMed Capital GP VI LLCDirector · 10% owner
PurchaseSeries C Preferred Stock · Derivative 1,033,084 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052519 · doc4a.xml · derivative · entry 2

ORBIMED ADVISORS LLC · CIK 0001055951 · Director · 10% owner

OrbiMed Capital GP VI LLC · CIK 0001682115 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,033,084

Underlying: Common Stock · 1,033,084 shares

Expires not disclosed

F1 · derivative.exercise_price: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2 · shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F1 · price: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.exercise_date: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.expiration_date: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.underlying: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2 · derivative.underlying_shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F2 · balance_after: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F3 · ownership.nature: This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed Capital GP VI LLC ("GP VI"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

F4 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). GP VI is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

Read SEC document
August 21, 2020 Filed Sep 30, 2020 23:52 UTC
Bonita David PDirector · 10% owner
PurchaseSeries C Preferred Stock · Derivative 1,033,084 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052517 · doc4.xml · derivative · entry 6

Bonita David P · CIK 0001572451 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,033,084

Underlying: Common Stock · 1,033,084 shares

Expires not disclosed

F6 · derivative.exercise_price: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7 · shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F6 · price: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.exercise_date: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.expiration_date: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.underlying: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7 · derivative.underlying_shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F7 · balance_after: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F2 · ownership.nature: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F3 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

Read SEC document
March 27, 2020 Filed Sep 30, 2020 22:37 UTC
BAKER BROS. ADVISORS LPDirector · 10% owner
667, L.P.Director · 10% owner
Baker Bros. Advisors (GP) LLCDirector · 10% owner
Baker Brothers Life Sciences LPDirector · 10% owner
BAKER FELIXDirector · 10% owner
BAKER JULIANDirector · 10% owner
PurchaseSeries B Preferred Stock · Derivative 3,373,029 $3.93 $13,264,099.24
Disclosure

SEC source: 0001638599-20-000842 · doc4_6886.xml · derivative · entry 10

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,373,029

Underlying: Common Stock or Non-Voting Common Stock · 3,373,029 shares

Expires not disclosed

F19 · derivative.exercise_price: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F18 · shares: On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing.

F18 · price: On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing.

F19 · derivative.exercise_date: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F19 · derivative.expiration_date: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F19 · derivative.underlying: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F1 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 by 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 by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F2 · ownership.nature: 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.

F12 · ownership.nature: After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 7 of Table II beneficially owned 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.

Read SEC document
March 27, 2020 Filed Sep 30, 2020 22:37 UTC
BAKER BROS. ADVISORS LPDirector · 10% owner
667, L.P.Director · 10% owner
Baker Bros. Advisors (GP) LLCDirector · 10% owner
Baker Brothers Life Sciences LPDirector · 10% owner
BAKER FELIXDirector · 10% owner
BAKER JULIANDirector · 10% owner
PurchaseSeries B Preferred Stock · Derivative 308,793 $3.93 $1,214,297.59
Disclosure

SEC source: 0001638599-20-000842 · doc4_6886.xml · derivative · entry 9

BAKER BROS. ADVISORS LP · CIK 0001263508 · Director · 10% owner

667, L.P. · CIK 0001551139 · Director · 10% owner

Baker Bros. Advisors (GP) LLC · CIK 0001580575 · Director · 10% owner

Baker Brothers Life Sciences LP · CIK 0001363364 · Director · 10% owner

BAKER FELIX · CIK 0001087940 · Director · 10% owner

BAKER JULIAN · CIK 0001087939 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 308,793

Underlying: Common Stock or Non-Voting Common Stock · 308,793 shares

Expires not disclosed

F19 · derivative.exercise_price: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F18 · shares: On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing.

F18 · price: On March 27, 2020, 667 and Life Sciences purchased 185,276 and 3,373,029 Series B Preferred, adjusted for a 1.1566 for 1 reverse stock split on September 18, 2020, respectively, for $3.9324 per share in a private financing.

F19 · derivative.exercise_date: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F19 · derivative.expiration_date: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F19 · derivative.underlying: Series B Preferred were convertible at the election of the holder or automatically converted at the Series B Preferred Conversion Ratio without payment or further consideration immediately prior to the close of the IPO into either Common Stock or Non-Voting Common Stock. Each holder's option to convert into Non-Voting Common Stock was limited to no more than 40 percent of the aggregate shares of Common Stock and Non-Voting Common Stock issuable to such holder upon conversion of such holder's Series A Preferred, Series B Preferred and Series C Preferred. The Series B Preferred had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.

F1 · ownership.nature: Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 by 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 by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

F2 · ownership.nature: 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.

F11 · ownership.nature: After giving effect to the transaction 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 the securities reported in column 7 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.

Read SEC document
March 27, 2020 Filed Sep 30, 2020 23:54 UTC Amendment
ORBIMED ADVISORS LLCDirector · 10% owner
OrbiMed Capital GP VI LLCDirector · 10% owner
PurchaseSeries B Preferred Stock · Derivative 3,681,822 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052519 · doc4a.xml · derivative · entry 1

ORBIMED ADVISORS LLC · CIK 0001055951 · Director · 10% owner

OrbiMed Capital GP VI LLC · CIK 0001682115 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 7,363,644

Underlying: Common Stock · 3,681,822 shares

Expires not disclosed

F1 · derivative.exercise_price: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2 · shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F1 · price: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.exercise_date: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.expiration_date: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F1 · derivative.underlying: The Reporting Person is reporting the purchases of these securities pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F2 · derivative.underlying_shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F2 · balance_after: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F3 · ownership.nature: This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed Capital GP VI LLC ("GP VI"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors.

F4 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). GP VI is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

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March 27, 2020 Filed Sep 30, 2020 23:52 UTC
Bonita David PDirector · 10% owner
PurchaseSeries B Preferred Stock · Derivative 3,681,822 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052517 · doc4.xml · derivative · entry 5

Bonita David P · CIK 0001572451 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 7,363,644

Underlying: Common Stock · 3,681,822 shares

Expires not disclosed

F6 · derivative.exercise_price: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7 · shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F6 · price: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.exercise_date: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.expiration_date: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F6 · derivative.underlying: The Reporting Person is reporting the purchases of these securities, pursuant to Rule 16a-2(a) of the Exchange Act. Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the election of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of Common Stock issuable to such holder upon conversion of such holder's convertible preferred stock. As reported below, each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock was automatically converted into one share of the Issuer's Common Stock or Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering.

F7 · derivative.underlying_shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F7 · balance_after: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's Common Stock and convertible preferred stock that was effected on September 18, 2020.

F2 · ownership.nature: The Reporting Person is a member of OrbiMed Advisors. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed Capital or GP VI is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F3 · ownership.nature: These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

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March 27, 2020 Filed Sep 30, 2020 23:53 UTC PurchaseSeries B Preferred Stock · Derivative 76,288 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-20-052518 · doc4.xml · derivative · entry 3

FRIEDMAN PAUL A · CIK 0001236927 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 152,576

Underlying: Common Stock · 76,288 shares

Expires not disclosed

F2 · derivative.exercise_price: Each share of the Issuer's Series B Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the lection of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of common stock issuable to such holder upon conversion of such holder's convertible preferred stock.

F3 · shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's common stock and convertible preferred stock that was effected on September 18, 2020.

F2 · price: Each share of the Issuer's Series B Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the lection of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of common stock issuable to such holder upon conversion of such holder's convertible preferred stock.

F2 · derivative.exercise_date: Each share of the Issuer's Series B Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the lection of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of common stock issuable to such holder upon conversion of such holder's convertible preferred stock.

F2 · derivative.expiration_date: Each share of the Issuer's Series B Preferred Stock may be automatically converted into one share of the Issuer's Common Stock or, at the lection of the holder and subject to certain conditions, Non-Voting Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. Notwithstanding the foregoing, the option to convert into Non-Voting Common Stock shall be limited to no more than 40% of the aggregate shares of common stock issuable to such holder upon conversion of such holder's convertible preferred stock.

F3 · derivative.underlying: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's common stock and convertible preferred stock that was effected on September 18, 2020.

F3 · derivative.underlying_shares: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's common stock and convertible preferred stock that was effected on September 18, 2020.

F3 · balance_after: The number of securities reported reflects the one-for-1.1566 reverse stock split of the Issuer's common stock and convertible preferred stock that was effected on September 18, 2020.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.