Director Healy James bought $1,079,575 worth of shares (44,032 units at $24.52) (SEC Form 4)
$RAPP
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
Rapport Therapeutics, Inc. [ RAPP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2024 | ||||||||||||||||||||||||||
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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 | 07/01/2024 | P | 3,538 | A | $23.0755(1) | 28,993 | I | By CRESTLINE SUMMIT PINNACLE MASTER, L.P.(2) | ||
| Common Stock | 07/01/2024 | P | 3,565 | A | $24.212(3) | 32,558 | I | By CRESTLINE SUMMIT PINNACLE MASTER, L.P.(2) | ||
| Common Stock | 07/01/2024 | P | 4,544 | A | $25.0156(4) | 37,102 | I | By CRESTLINE SUMMIT PINNACLE MASTER, L.P.(2) | ||
| Common Stock | 07/01/2024 | P | 2,559 | A | $26.0551(5) | 39,661 | I | By CRESTLINE SUMMIT PINNACLE MASTER, L.P.(2) | ||
| Common Stock | 07/01/2024 | P | 3,799 | A | $23.0755(1) | 21,660 | I | By Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP(6) | ||
| Common Stock | 07/01/2024 | P | 3,828 | A | $24.212(3) | 25,488 | I | By Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP(6) | ||
| Common Stock | 07/01/2024 | P | 4,878 | A | $25.0156(4) | 30,366 | I | By Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP(6) | ||
| Common Stock | 07/01/2024 | P | 2,748 | A | $26.0551(5) | 33,114 | I | By Crestline Summit Master, SPC - CRESTLINE SUMMIT APEX SP(6) | ||
| Common Stock | 07/01/2024 | P | 3,630 | A | $23.0755(1) | 29,908 | I | By Crestline Summit Master, SPC - PEAK SP(7) | ||
| Common Stock | 07/01/2024 | P | 3,657 | A | $24.212(3) | 33,565 | I | By Crestline Summit Master, SPC - PEAK SP(7) | ||
| Common Stock | 07/01/2024 | P | 4,661 | A | $25.0156(4) | 38,226 | I | By Crestline Summit Master, SPC - PEAK SP(7) | ||
| Common Stock | 07/01/2024 | P | 2,625 | A | $26.0551(5) | 40,851 | I | By Crestline Summit Master, SPC - PEAK SP(7) | ||
| Common Stock | 1,863,327 | I | By Sofinnova Venture Partners XI, L.P.(8) | |||||||
| Common Stock | 18,641 | I | By Sofinnova Synergy Master Fund LP(9) | |||||||
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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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $22.55 to $23.53, 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 purchased at each separate price within the range set forth in this footnote. |
| 2. The shares are directly held by CRESTLINE SUMMIT PINNACLE MASTER, L.P. ("Pinnacle LP"). Sofinnova Synergy GP, LLC ("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 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. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.59 to $24.56, 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 purchased at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.59 to $25.58, 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 purchased at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $25.61 to $26.59, 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 purchased at each separate price within the range set forth in this footnote. |
| 6. 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. |
| 7. 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. |
| 8. 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 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. |
| 9. The shares are directly held by Sofinnova Synergy Master Fund LP ("Synergy Fund"). 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. |
| /s/ Nathalie Auber, Attorney-in-Fact | 07/03/2024 | |
| ** 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. | ||