HEALY JAMES

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 6

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By CRESTLINE SUMMIT PINNACLE MASTER, L.P.

Disclosed balance after: 25,455

F6 · ownership.nature: The shares are directly held by CRESTLINE SUMMIT PINNACLE MASTER, L.P. ("Pinnacle LP"). Synergy Fund GP is the general partner of Pinnacle LP. The Reporting Person is a managing member of Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by Pinnacle LP. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 5

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Crestline Summit Master, SPC - PEAK SP

Disclosed balance after: 26,278

F5 · ownership.nature: The shares are directly held by Crestline Summit Master, SPC - PEAK SP ("PEAK SP"). Synergy Fund GP is the general partner of PEAK SP. The Reporting Person is a managing member of Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by PEAK SP. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP

Disclosed balance after: 17,861

F4 · ownership.nature: The shares are directly held by Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP ("APEX SP"). Synergy Fund GP is the general partner of APEX SP. The Reporting Person is a managing member of Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by APEX SP. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Synergy Master Fund LP

Disclosed balance after: 18,641

F3 · ownership.nature: The shares are directly held by Sofinnova Synergy Master Fund LP ("Synergy Fund"). Sofinnova Synergy GP, LLC ("Synergy Fund GP") is the general partner of Synergy Fund. The Reporting Person is a managing member of Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by Synergy Fund. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Venture Partners XI, L.P.

Disclosed balance after: 1,863,327

F2 · ownership.nature: The shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The Reporting Person is a managing member of SM XI and may be deemed to share voting and dispositive power over the shares held by SVP XI. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0000950170-24-071532 · ownership.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Venture Partners XI, L.P.

Disclosed balance after: 1,392,738

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 · kind: Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock automatically converted into Common Stock on a one-for-8.5648 basis without payment of consideration. The Series B Preferred Stock had no expiration date.

F2 · ownership.nature: The shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The Reporting Person is a managing member of SM XI and may be deemed to share voting and dispositive power over the shares held by SVP XI. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

SEC source: 0001415889-24-011830 · form4-04302024_080415.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,710

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $19,375 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance.

F2 · price: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001140361-24-013925 · form4.xml · derivative · entry 9

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,904 shares

Expires 2033-06-19

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F7 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F7 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F9 · derivative.exercise_date: These Options originally provided for vesting upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such date.

SEC source: 0001140361-24-013925 · form4.xml · derivative · entry 8

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires 2032-06-14

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F7 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F7 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F8 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013925 · form4.xml · derivative · entry 7

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 8,500 shares

Expires 2031-06-15

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F7 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F7 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F8 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013925 · form4.xml · derivative · entry 6

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 12,500 shares

Expires 2030-06-04

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F7 · kind: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F7 · price: Pursuant to the Merger Agreement, outstanding and unexercised options to purchase shares of Common Stock (the "Options"), whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), were cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.

F8 · derivative.exercise_date: These Options are fully vested.

SEC source: 0001140361-24-013925 · form4.xml · nonDerivative · entry 5

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Management X, L.P.

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F6 · ownership.nature: All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001140361-24-013925 · form4.xml · nonDerivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Venture Partners X, LP

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F5 · ownership.nature: All shares held by Sofinnova Venture Partners X, LP ("SVP X"). Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001140361-24-013925 · form4.xml · nonDerivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Synergy Master Fund, LP

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F4 · ownership.nature: All shares held by Sofinnova Synergy Master Fund, LP (the "Fund"). Sofinnova Synergy Fund GP, LLC (the "GP"), the general partner of the Fund, may be deemed to have sole voting and dispositive power over these shares, and Dr. James I. Healy and Dr. Eric Delbridge, the managing members of the GP, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001140361-24-013925 · form4.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F3 · kind: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

F3 · shares: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F3 · price: Represents restricted stock units ("RSUs"), each representing a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, each outstanding RSU, whether granted under an Issuer stock plan or otherwise, automatically vested (to the extent not previously vested), was cancelled and entitled the holder to receive a one-time lump sum payment in an amount in cash, without interest and subject to deduction for any required tax withholding, equal to (i) the total number of shares of Common Stock subject to such RSU immediately prior to the effective time of the Merger, multiplied by (ii) the Merger Consideration.

SEC source: 0001140361-24-013925 · form4.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 990

F1 · kind: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · kind: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

F1 · price: On March 18, 2024, Bristol-Myers Squibb Company ("Bristol-Myers") acquired Karuna Therapeutics, Inc. (the "Issuer") pursuant to a certain Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, Bristol-Myers and Miramar Merger Sub Inc., a wholly owned subsidiary of Bristol-Myers ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Bristol-Myers.

F2 · price: At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock") (other than certain excluded shares of Common Stock) automatically converted into the right to receive $330.00 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.

SEC source: 0001104659-24-008796 · tm244611-2_4seq1.xml · derivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Sofinnova Venture Partners XI, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 1,252,308 shares

Expires not disclosed

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 · derivative.exercise_price: The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-15.21 basis.

F1 · price: The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-15.21 basis.

F4 · derivative.exercise_date: The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

F5 · derivative.expiration_date: Not applicable.

F2 · ownership.nature: The shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The Reporting Person is a managing member of SM XI and may be deemed to share voting and dispositive power over the shares held by SVP XI. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

SEC source: 0001104659-24-008796 · tm244611-2_4seq1.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Sofinnova Venture Partners XI, L.P.

Disclosed balance after: 1,696,752

F3 · shares: Reflects shares purchased in the Issuer's initial public offering.

F2 · ownership.nature: The shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The Reporting Person is a managing member of SM XI and may be deemed to share voting and dispositive power over the shares held by SVP XI. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

SEC source: 0001104659-24-008796 · tm244611-2_4seq1.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · Sofinnova Venture Partners XI, L.P.

Disclosed balance after: 1,252,308

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 shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-15.21 basis.

F2 · ownership.nature: The shares are directly held by Sofinnova Venture Partners XI, L.P. ("SVP XI"). Sofinnova Management XI, L.P. ("SM XI LP") is the general partner of SVP XI and Sofinnova Management XI, L.L.C. ("SM XI") is the general partner of SM XI LP. The Reporting Person is a managing member of SM XI and may be deemed to share voting and dispositive power over the shares held by SVP XI. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

SEC source: 0001415889-24-002000 · form4-01302024_080104.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,500

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $16,875 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001104659-23-128727 · tm2333601-1_4seq1.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · by Sofinnova Management VIII, L.L.C.

Disclosed balance after: 0

F1 · shares: Includes 644,000 shares of Common Stock of the Issuer received by Sofinnova Management VIII, L.L.C. ("SM VIII") from a pro-rata in-kind distribution of Common Stock of the Issuer by Sofinnova Venture Partners VIII, L.P. ("SVP VIII") without consideration to the partners of SVP VIII in accordance with the limited partnership agreement of SVP VIII. In prior reports, the Reporting Person reported beneficial ownership of 1,550,280 shares of Common Stock of the Issuer held by SVP VIII.

F2 · price: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.75 to $59.695, inclusive.The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission,upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3 · ownership.nature: All shares held by SM VIII. Mr. Healy is the managing member of SM VIII. SM VIII is the general partner of SVP VIII. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001415889-23-014636 · form4-10312023_091004.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 42,236

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $16,875 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001415889-23-011687 · form4-08012023_090805.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 41,840

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $15,927.20 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001415889-23-010851 · form4-07052023_090718.xml · derivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,255

Underlying: Common Stock · 4,255 shares

Expires 2033-06-08

F4 · derivative.exercise_date: The option shares shall vest and become exercisable in full on June 9, 2024. The option shares will become fully vested and exercisable in the event that the Issuer is subject to a change in control.

SEC source: 0001415889-23-010851 · form4-07052023_090718.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 41,512

F1 · shares: Represents the issuance of restricted stock units (RSUs) that shall vest in full on June 9, 2024. The RSUs will become fully vested in the event that the Issuer is subject to a change in control.

F2 · price: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0000950170-23-029414 · ownership.xml · derivative · entry 5

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,904

Underlying: Common Stock · 1,904 shares

Expires 2033-06-19

F5 · derivative.exercise_date: This option shall vest in full upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such dates.

SEC source: 0000950170-23-029414 · ownership.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 33,490

F1 · shares: Comprised of restricted stock units ("RSUs"), each representing a contingent right to receive one share of the Issuer's common stock. The RSUs shall vest in full upon the earlier of (i) June 20, 2024, and (ii) the 2024 annual meeting of the Issuer's stockholders, subject to continued service through such dates.

SEC source: 0001104659-23-073047 · tm2319284-1_4seq1.xml · nonDerivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Management X, L.P.

Disclosed balance after: 8,025

F4 · kind: Shares acquired by SM X LP in connection with the SVP X Distribution reported above.

F5 · ownership.nature: All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001104659-23-073047 · tm2319284-1_4seq1.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Sofinnova Venture Partners X, LP

Disclosed balance after: 1,372,441

F2 · kind: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Sofinnova Venture Partners X, LP ("SVP X") without consideration to its partners in accordance with the limited partnership agreement of SVP X (the "SVP X Distribution").

F3 · ownership.nature: All shares held by SVP X. Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001209191-23-037104 · doc4.xml · derivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Common Stock · 25,000 shares

Expires 2033-06-11

F1 · derivative.exercise_date: The shares subject to the option will vest on the earlier of June 12, 2024 or the day immediately prior to the next annual meeting of stockholders, subject to the Reporting Person's continuous service through such date; provided, however that the option will vest in full upon a change in control of the Issuer.

SEC source: 0001104659-23-070042 · tm2318348-2_4.xml · derivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 13,950

Underlying: Common stock · 13,950 shares

Expires 2033-06-08

F3 · security: Stock options granted to the Reporting Person as a non-employee director pursuant to the 2018 Equity Incentive Plan of Y-mAbs Therapeutics, Inc.

F4 · derivative.exercise_date: The stock options vest in equal monthly installments during the first year following the date of grant, subject to the Reporting Person's continued service to Y-mAbs Therapeutics, Inc. on each vesting date, and are exercisable immediately upon vesting.

SEC source: 0001104659-23-070042 · tm2318348-2_4.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,108

F1 · shares: Represents restricted stock units ("RSUs") granted to the Reporting Person as a non-employee director pursuant to the 2018 Equity Incentive Plan of Y-mAbs Therapeutics, Inc. Each RSU represents a contingent right to receive one share of the Issuer's common stock on the vesting date of the RSUs. The RSUs vest in full on the earlier of the first anniversary of the date of grant or the date immediately preceding the date of the Issuer's annual meeting of stockholders held in 2024, subject to the Reporting Person's continued service to Y-mAbs Therapeutics, Inc. on the vesting date.

SEC source: 0001415889-23-008925 · form4-05302023_050502.xml · derivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,534 shares

Expires not disclosed

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 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

F3 · derivative.exercise_date: The RSU vested in full on May 25, 2023.

F3 · derivative.expiration_date: The RSU vested in full on May 25, 2023.

SEC source: 0001415889-23-008925 · form4-05302023_050502.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,762

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: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001415889-23-006658 · form4-04182023_080406.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 35,228

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $15,625 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001209191-23-013481 · doc4.xml · nonDerivative · entry 4

HEALY JAMES · CIK 0001245624 · Director · 10% owner

Katabi Maha · CIK 0001720685 · 10% owner

Sofinnova Management X, L.P. · CIK 0001680194 · 10% owner

Sofinnova Management X-A, L.L.C. · CIK 0001965187 · 10% owner

Sofinnova Venture Partners X, L.P. · CIK 0001680200 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Venture Partners X, L.P.

Disclosed balance after: 0

F3 · shares: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (4)]

F4 · shares: [continues from footnote (3)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

F3 · price: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (4)]

F4 · price: [continues from footnote (3)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

F6 · ownership.nature: The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP") is the general partner of SVP X and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Sofinnova Management X-A, L.L.C. ("SM X LLC") is the general partner of SVP X LP and may be deemed to have sole voting and dispositive power over the shares held by SVP X. Dr. Healy and Dr. Katabi are the managing member of SM X LLC and may be deemed to have shared voting and dispositive power over the shares held by SVP X. Each of Dr. Healy and Dr. Katabi disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.

SEC source: 0001209191-23-013481 · doc4.xml · nonDerivative · entry 3

HEALY JAMES · CIK 0001245624 · Director · 10% owner

Katabi Maha · CIK 0001720685 · 10% owner

Sofinnova Management X, L.P. · CIK 0001680194 · 10% owner

Sofinnova Management X-A, L.L.C. · CIK 0001965187 · 10% owner

Sofinnova Venture Partners X, L.P. · CIK 0001680200 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F5 · shares: This line item represents Shares of common stock held by the Dr. Healy that were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Issuer. At the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each Share issued upon early exercise of an option that is subject to vesting, repurchase or other lapse restrictions was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, the Offer Price.

F5 · price: This line item represents Shares of common stock held by the Dr. Healy that were acquired pursuant to the exercise of an early-exercise option and remain subject to a right of repurchase by the Issuer. At the effective time of the Merger, pursuant to the Merger Agreement, except as otherwise set forth in the Merger Agreement, each Share issued upon early exercise of an option that is subject to vesting, repurchase or other lapse restrictions was accelerated and became fully vested and was cancelled and automatically converted into the right to receive, without interest, the Offer Price.

SEC source: 0001209191-23-013481 · doc4.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director · 10% owner

Katabi Maha · CIK 0001720685 · 10% owner

Sofinnova Management X, L.P. · CIK 0001680194 · 10% owner

Sofinnova Management X-A, L.L.C. · CIK 0001965187 · 10% owner

Sofinnova Venture Partners X, L.P. · CIK 0001680200 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,608

F3 · shares: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (4)]

F4 · shares: [continues from footnote (3)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

F3 · price: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among CinCor Pharma, Inc. (the "Issuer"), AstraZeneca Finance and Holdings Inc. ("Parent") and Cinnamon Acquisition, Inc., a wholly owned subsidiary of Parent ("Purchaser"), on February 24, 2023, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share was cancelled in exchange for (i) $26.00 per Share in cash (the "Cash Amount"), plus (ii) one contingent value right (each, a "CVR") per Share representing the right to receive a contingent payment of $10.00 per share, [continues to footnote (4)]

F4 · price: [continues from footnote (3)] in cash, upon the achievement of a specified milestone by December 31, 2033 (the Cash Amount plus one CVR, collectively, the "Offer Price"), in each case, without interest, subject to any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, the Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive the Offer Price.

SEC source: 0001104659-23-014661 · tm235954-1_4seq1.xml · nonDerivative · entry 1

Sofinnova Venture Partners X, L.P. · CIK 0001680200 · 10% owner

Sofinnova Management X, L.P. · CIK 0001680194 · 10% owner

HEALY JAMES · CIK 0001245624 · 10% owner

Katabi Maha · CIK 0001720685 · Director · 10% owner

Sofinnova Management X-A, L.L.C. · CIK 0001965187 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,467,156

F1 · ownership.direct: The shares are held directly by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.P. ("SM X LP") is the general partner of SVP X and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP X. Sofinnova Management X-A, L.L.C. ("SM X LLC") is the general partner of SVP X LP and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP X. James I. Healy and Maha Katabi are the managing members of SM X LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP X. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

SEC source: 0001104659-23-004364 · tm233746-1_4seq1.xml · nonDerivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Management X, L.P.

Disclosed balance after: 0

F5 · ownership.nature: All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001415889-23-001145 · form4-01182023_090112.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,943

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $15,625 for service on the Issuer's Board of Directors. The RSUs were fully-vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001104659-23-004364 · tm233746-1_4seq1.xml · nonDerivative · entry 3

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Management X, L.P.

Disclosed balance after: 6,027

F4 · kind: Shares acquired by SM X LP in connection with the SVP X Distribution reported above.

F5 · ownership.nature: All shares held by SM X LP. SM X LLC, the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001104659-23-004364 · tm233746-1_4seq1.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Venture Partners X, LP

Disclosed balance after: 1,772,441

F2 · kind: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Sofinnova Venture Partners X, LP ("SVP X") without consideration to its partners in accordance with the limited partnership agreement of SVP X (the "SVP X Distribution").

F3 · ownership.nature: All shares held by SVP X. Sofinnova Management X, L.P. ("SM X LP"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over these shares, and Sofinnova Management X-A, L.L.C. ("SM X LLC"), the general partner of SM X LP, may be deemed to have sole voting and dispositive power over these shares. Dr. James I. Healy and Dr. Maha Katabi, the managing members of SM X LLC, may be deemed to have shared power to vote and dispose of these shares. Such entities and individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0001209191-23-013481 · doc4.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director · 10% owner

Katabi Maha · CIK 0001720685 · 10% owner

Sofinnova Management X, L.P. · CIK 0001680194 · 10% owner

Sofinnova Management X-A, L.L.C. · CIK 0001965187 · 10% owner

Sofinnova Venture Partners X, L.P. · CIK 0001680200 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Synergy Master Fund, LP

Disclosed balance after: 0

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.35 inclusive. Dr. Healy undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The shares are directly held by Sofinnova Synergy Master Fund, LP (the "Synergy Fund"). Sofinnova Synergy Fund GP, LLC (the "Synergy Fund GP"), the general partner of the Syngery Fund, may be deemed to have sole voting and dispositive power over such shares. Dr. Healy is a managing member of the Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by the Synergy Fund. Dr. Healy disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

SEC source: 0001104659-23-004509 · tm233754-1_4seq1.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Synergy Master Fund, LP

Disclosed balance after: 0

F1 · ownership.nature: Mr. Healy is a managing member of each of Sofinnova Management VIII, L.L.C. ("Sofinnova Management VIII"), Sofinnova Management IX, L.L.C. ("Sofinnova Management IX") and Sofinnova Synergy Fund GP, LLC ("Sofinnova Synergy"). Sofinnova Management VIII is the general partner of Sofinnova Venture Partners VIII, L.P., Sofinnova Management IX is the general partner of Sofinnova Venture Partners IX, L.P. and Sofinnova Synergy is the general Partner of Sofinnova Synergy Master Fund, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001415889-22-010699 · form4-10182022_091019.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,553

F1 · shares: Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person in lieu of quarterly retainer fees of $15,625 for service on the Issuer's Board of Directors. The RSUs were fully-vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

SEC source: 0001104659-22-091183 · tm2223413-1_4seq1.xml · nonDerivative · entry 2

HEALY JAMES · CIK 0001245624 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Synergy Master Fund, LP

Disclosed balance after: 6,000

F2 · ownership.nature: The shares are directly held by Sofinnova Synergy Master Fund, LP (the "Synergy Fund"). Sofinnova Synergy Fund GP, LLC (the "Synergy Fund GP"), the general partner of the Syngery Fund, may be deemed to have sole voting and dispositive power over such shares. The Reporting Person is a managing member of the Synergy Fund GP and may be deemed to share voting and dispositive power over the shares held by the Synergy Fund. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

SEC source: 0001104659-22-091183 · tm2223413-1_4seq1.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Sofinnova Venture Partners X, L.P.

Disclosed balance after: 6,073,949

F1 · ownership.nature: The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.L.C. ("SM X"), the general partner of SVP X, may be deemed to have sole voting and dispositive power over such shares. The Reporting Person is a managing member of SM X and may be deemed to share voting and dispositive power over the shares held by SVP X. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

SEC source: 0001593968-22-001315 · primary_01.xml · derivative · entry 4

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 32,500 shares

Expires 2029-06-26

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.

SEC source: 0001593968-22-001315 · primary_01.xml · nonDerivative · entry 1

HEALY JAMES · CIK 0001245624 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,500

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.