Director Booth Bruce sold $3,041,683 worth of shares (88,878 units at $34.22) (SEC Form 4)
$SION
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). | |||||||||||||||||
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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
Sionna Therapeutics, Inc. [ SION ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/21/2025 | ||||||||||||||||||||||||||
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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 | 10/21/2025 | S(1) | 22,339 | D | $32.69(2) | 2,360,156 | I | By Atlas Venture Fund XI, L.P.(3) | ||
| Common Stock | 10/21/2025 | S(4) | 4,688 | D | $32.69(2) | 697,297 | I | By Atlas Venture Opportunity Fund II, L.P.(5) | ||
| Common Stock | 10/21/2025 | S(1) | 19,948 | D | $33.87(6) | 2,340,208 | I | By Atlas Venture Fund XI, L.P.(3) | ||
| Common Stock | 10/21/2025 | S(4) | 4,187 | D | $33.87(6) | 693,110 | I | By Atlas Venture Opportunity Fund II, L.P.(5) | ||
| Common Stock | 10/21/2025 | S(1) | 5,763 | D | $34.91(7) | 2,334,445 | I | By Atlas Venture Fund XI, L.P.(3) | ||
| Common Stock | 10/21/2025 | S(4) | 1,210 | D | $34.91(7) | 691,900 | I | By Atlas Venture Opportunity Fund II, L.P.(5) | ||
| Common Stock | 10/21/2025 | S(1) | 25,327 | D | $35.69(8) | 2,309,118 | I | By Atlas Venture Fund XI, L.P.(3) | ||
| Common Stock | 10/21/2025 | S(4) | 5,316 | D | $35.69(8) | 686,584 | I | By Atlas Venture Opportunity Fund II, L.P.(5) | ||
| Common Stock | 10/21/2025 | S(1) | 83 | D | $36.42 | 2,309,035 | I | By Atlas Venture Fund XI, L.P.(3) | ||
| Common Stock | 10/21/2025 | S(4) | 17 | D | $36.42 | 686,567 | I | By Atlas Venture Opportunity Fund II, L.P.(5) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Fund XI, L.P. on February 25, 2025. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.19 to $33.057 inclusive. The Reporting Persons undertake 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 ranges set forth in footnotes (2), (6), (7) and (8). |
| 3. These shares are held directly by Atlas Venture Fund XI, L.P. ("AVF XI "). The general partner of AVF XI is Atlas Venture Associates XI, L.P. ("AVA XI LP"). Atlas Venture Associates XI, LLC ("AVA XI LLC") is the general partner of AVA XI LP. The Reporting Person is a member of AVA XI LLC and disclaims beneficial ownership of such securities held by AVF XI, except to the extent of his pecuniary interest therein, if any. |
| 4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Atlas Venture Opportunity Fund II, L.P. on February 25, 2025. |
| 5. These shares are held directly by Atlas Venture Opportunity Fund II, L.P. ("AVOF II"). The general partner of AVOF II is Atlas Venture Associates Opportunity II, L.P. ("AVAO II LP"). Atlas Venture Associates Opportunity II, LLC ("AVAO II LLC") is the general partner of AVAO II LP. The Reporting Person is a member of AVAO II LLC and disclaims beneficial ownership of such securities held by AVOF II, except to the extent of his pecuniary interest therein, if any. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.305 to $34.28 inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.30 to $35.29 inclusive. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.30 to $36.14 inclusive. |
| /s/ Ommer Chohan, Attorney-in-Fact | 10/21/2025 | |
| ** 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. | ||