Director Homcy Charles J converted options into 36,946 shares, increasing direct ownership by 104% to 58,047 units (SEC Form 4)
$MAZE
Biotechnology: Biological Products (No Diagnostic Substances)
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
Maze Therapeutics, Inc. [ MAZE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2025 | ||||||||||||||||||||||||||
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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 | 02/03/2025 | C | 8,807 | A | (1) | 37,330 | D | |||
| Common Stock | 02/03/2025 | C | 20,717 | A | (2) | 58,047 | D | |||
| Common Stock | 02/03/2025 | C | 7,422 | A | (3) | 7,422 | I | By Trust(4) | ||
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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 | ||||||||
| Series B Preferred Stock | (1) | 02/03/2025 | C | 72,727 | (1) | (1) | Common Stock | 8,807 | (1) | 0 | D | ||||
| Series C Preferred Stock | (2) | 02/03/2025 | C | 169,405 | (2) | (2) | Common Stock | 20,717 | (2) | 0 | D | ||||
| Series D-1 Preferred Stock | (3) | 02/03/2025 | C | 71,564 | (3) | (3) | Common Stock | 7,422 | (3) | 0 | I | By Trust(4) | |||
| Series D-1 Preferred Stock | (5) | 11/26/2024(6) | C | 71,564 | (5) | (5) | Common Stock | 7,422 | (5) | 7,422 | I | By Trust(4) | |||
| 8% Convertible Note due 2026 | $1.1034(7) | 11/26/2024(6) | C | $75,000 | (8) | 12/15/2026(8) | Series D-1 Preferred Stock | 71,564 | $78,961.64(8) | $0 | I | By Trust(4) | |||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(6) | A | 80,385 | (9) | 03/03/2031 | Common Stock | 80,385 | $0 | 80,385 | D | ||||
| Stock Option (Right to Buy) | $11.19 | 12/09/2024(6) | D | 80,385 | (9) | 03/03/2031 | Common Stock | 80,385 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(6) | A | 5,704 | (11) | 03/08/2033 | Common Stock | 5,704 | $0 | 5,704 | D | ||||
| Stock Option (Right to Buy) | $17.74 | 12/09/2024(6) | D | 5,704 | (11) | 03/08/2033 | Common Stock | 5,704 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(6) | A | 46,675 | (12) | 04/22/2034 | Common Stock | 46,675 | $0 | 46,675 | D | ||||
| Stock Option (Right to Buy) | $14.08 | 12/09/2024(6) | D | 46,675 | (12) | 04/22/2034 | Common Stock | 46,675 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(6) | A | 45,638 | (13) | 12/08/2034 | Common Stock | 45,638 | $0 | 45,638 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1211056427. The securities have no expiration date. |
| 2. Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series C Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1222996332. The securities have no expiration date. |
| 3. Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series D-1 Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1037236801. The securities have no expiration date. |
| 4. These securities are directly held by the Charles J. Homcy Revocable Trust UA 11/4/1998 (the "Trust"), of which the reporting person is the trustee. |
| 5. Shares of the Issuer's Series D-1 Preferred Stock were originally issued with a conversion price of $1.10336. As reported above, pursuant to the Issuer's Restated Certificate of Incorporation, and by virtue of the Issuer's previous 1:9.641 reverse stock split effected on January 24, 2025, upon completion of the Issuer's initial public offering of its Common Stock, shares of Series D-1 Preferred Stock were converted into shares of Common Stock at a post-reverse split adjusted ratio of 1-for-0.1037236801. While they were outstanding, shares of the Issuer's Series D-1 Preferred Stock were convertible at the election of the holder at any time and the securities had no expiration date. |
| 6. This transaction is an exempt transaction with the Issuer which occurred prior to the Issuer registering a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It is reported herein as a transaction pursuant to Rule 16a-2(a). All numbers of shares and applicable security prices have been adjusted to reflect a 1:9.641 reverse stock split of the Issuer's Common Stock effected on January 24, 2025 and, where applicable, the conversion of the Issuer's series of Preferred Stock to Common Stock upon completion of its initial public offering. |
| 7. Pursuant to the terms of the Convertible Note (defined below), the conversion price for the principal balance of the Convertible Note and all accrued and unpaid interest thereon was the lesser of: (i) the share price paid for the issuance of the Issuer's Series C Preferred Stock and (ii) the offering price for the Issuer's next private placement or its initial public offering, in each case subject to a 20% discount. Accordingly, the Convertible Note was converted into shares of the Issuer's Series D-1 Preferred Stock at a price per share that amounted to 80% of the price at which shares of the Issuer's Series D Preferred Stock were issued. |
| 8. On November 26, 2024 (the "Conversion Date"), the Trust surrendered to the Issuer a convertible note originally issued on March 29, 2024 in the principal amount of $75,000.00 (the "Convertible Note"), in exchange for 71,564 shares of the Issuer's Series D-1 Preferred Stock, in satisfaction of the aggregate principal owed thereunder, together with accrued and unpaid interest thereon. The terms of the Convertible Note provided for its automatic conversion upon the earlier of the completion of the Issuer's next private placement financing or its initial public offering, and the Convertible Note was subject to a final maturity date of December 15, 2026. Accordingly, the Convertible Note was converted upon the closing of the Issuer's Series D Preferred Stock financing into shares of the Issuer's Series D-1 Preferred Stock at a conversion price of $1.10336. |
| 9. Pursuant to the terms of the reporting person's award agreement with the Issuer, the award became fully vested on February 1, 2024. |
| 10. This option, which was first granted to the reporting person prior to the Issuer registering a class of equity securities under Section 12 of the Exchange Act, was canceled and exchanged for a new option having a lower exercise price in connection with an option repricing approved by the Issuer's Board of Directors on December 9, 2024. All terms of the option remained unchanged other than the exercise price. |
| 11. The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on April 1, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 12. The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on April 1, 2024, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. |
| 13. The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on January 1, 2025, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date. |
| /s/ Courtney Phillips, as attorney-in-fact | 02/04/2025 | |
| ** 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. | ||