CHIEF SCIENTIFIC OFFICER Brockstedt Dirk G. closing all direct ownership in the company (SEC Form 4)
$RAPT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/03/2026 | U(1)(2) | 4,648(3) | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy)(5) | $49.44 | 03/03/2026 | D(1)(2) | 1,225 | (6) | (6) | Common Stock | 1,225 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $50.4 | 03/03/2026 | D(1)(2) | 1,035 | (6) | (6) | Common Stock | 1,035 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $108.96 | 03/03/2026 | D(1)(2) | 3,125 | (6) | (6) | Common Stock | 3,125 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $12.56 | 03/03/2026 | D(1)(2) | 2,500 | (6) | (6) | Common Stock | 2,500 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $12.56 | 03/03/2026 | D(1)(2) | 6,250 | (6) | (6) | Common Stock | 6,250 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $12.56 | 03/03/2026 | D(1)(2) | 6,876 | (6) | (6) | Common Stock | 3,876 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $12.56 | 03/03/2026 | D(1)(2) | 7,000 | (6) | (6) | Common Stock | 7,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $12.56 | 03/03/2026 | D(1)(2) | 9,375 | (6) | (6) | Common Stock | 9,375 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy)(5) | $9.12 | 03/03/2026 | D(1)(2) | 64,375 | (6) | (6) | Common Stock | 64,375 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.43 | 03/03/2026 | D(1)(2) | 58,333 | (7)(8) | (7)(8) | Common Stock | 58,333 | (7)(8) | 41,667 | D | ||||
| Explanation of Responses: |
| 1. The Issuer entered into an Agreement and Plan of Merger, dated January 19, 2026 (the "Merger Agreement") with GlaxoSmithKline LLC, a Delaware limited liability company ("Parent"), Redrose Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and solely for purposes of providing a guaranty pursuant to Section 8.11 of the Merger Agreement, GSK plc, a public limited company organized under the laws of England and Wales. Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, for $58.00 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On March 3, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time"). |
| 2. This Form 4 reports securities transacted pursuant to the Merger Agreement. |
| 3. The number of shares was adjusted to reflect the 1-for-8 reverse stock split effected by the Issuer on June 16, 2025. |
| 4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock held by the Reporting Person was tendered in exchange for the Offer Price. |
| 5. The number of shares underlying this option and the exercise price were adjusted to reflect the 1-for-8 reverse stock split effected by the Issuer on June 16, 2025. |
| 6. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was accelerated and became fully vested and exercisable as of immediately prior to the Effective Time. At the Effective Time, each stock option that was outstanding and unexercised as of immediately before the Effective Time and which had a per share exercise price that was (a) less than Offer Price, was cancelled and converted solely into the right to receive cash in an amount equal to the product of (i) the total number of shares subject to such stock option immediately prior to the Effective Time, multiplied by (ii) the excess of (x) the Offer Price, over (y) the exercise price payable per share under such stock option, and (b) greater than the Offer Price, was cancelled for no consideration. |
| 7. Pursuant to the terms of the Merger Agreement, each stock option that is unvested as of immediately prior to the Effective Time and was granted after March 1, 2025 (a "2025 Option") was cancelled and converted into a cash-based award of Parent (a "Converted Option"), which shall entitle the holder thereof to receive an amount in cash equal to the Option Consideration (the "Converted Option Consideration"). |
| 8. Each Converted Option (and the right to receive the Converted Option Consideration) shall be subject to the same terms and conditions (including vesting, forfeiture and acceleration provisions) that were applicable to the corresponding 2025 Option immediately prior to the Effective Time; provided, that (i) the Converted Option Consideration shall vest and become payable 50% upon the date that closing occurs pursuant to the Merger Agreement (the "Closing Date") and 50% upon the date that is nine months following the Closing Date and (ii) in the event that the holder of a Converted Option experiences an Involuntary Termination (as defined in the Merger Agreement) following the Closing Date but prior to the date that is nine months following the Closing Date, such holder's Converted Option Consideration shall immediately vest and become payable without any further action on the part of Parent or any other person. |
| /s/ Rodney Young, Attorney-in-Fact | 03/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||