Director Lim Jonathan E converted options into 307,956 shares (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 | 37,724 | A | (1) | 37,724 | I | City Hill, LLC(2) | ||
| Common Stock | 02/03/2025 | C | 270,232 | A | (3) | 307,956 | I | City Hill, LLC(2) | ||
| Common Stock | 20,744 | 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 | ||||||||
| Series A Preferred Stock | (1) | 02/03/2025 | C | 363,703 | (1) | (1) | Common Stock | 37,724 | (1) | 0 | I | City Hill, LLC(2) | |||
| Series B Preferred Stock | (3) | 02/03/2025 | C | 2,231,381 | (3) | (3) | Common Stock | 270,232 | (3) | 0 | I | City Hill, LLC(2) | |||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(4) | A | 5,704 | (5) | 03/08/2033 | Common Stock | 5,704 | (6) | 5,704 | D | ||||
| Stock Option (Right to Buy) | $17.74 | 12/09/2024(4) | D | 5,704 | (5) | 03/08/2033 | Common Stock | 5,704 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.42 | 12/09/2024(4) | A | 9,086 | (7) | 12/08/2034 | Common Stock | 9,086 | $0 | 9,086 | 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 A Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1037236801. The securities have no expiration date. |
| 2. These securities are directly held by City Hill, LLC, of which the reporting person is the managing partner. |
| 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 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. |
| 4. 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. It is reported herein as a transaction pursuant to Rule 16a-2(a). All numbers of shares and exercise prices have been adjusted to reflect a 1:9.641 reverse stock split of the Issuer's Common Stock effected on January 24, 2025. |
| 5. 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. |
| 6. This option, which was first granted on March 9, 2023, 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. |
| 7. 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. | ||