Director Ra Capital Management, L.P. was granted 5,259,872 shares and bought $49,952,817 worth of shares (13,008,546 units at $3.84) (SEC Form 4)
$ELYM
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
Eliem Therapeutics, Inc. [ ELYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2024 | ||||||||||||||||||||||||||
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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 | 06/27/2024 | A | 973,000 | A | (1) | 11,572,586 | I | See footnotes(2)(3) | ||
| Common Stock | 06/27/2024 | A | 2,479,872 | A | (1) | 2,479,872 | I | See footnotes(3)(4) | ||
| Common Stock | 06/27/2024 | A | 1,807,000 | A | (1) | 1,807,000 | I | See footnotes(3)(5) | ||
| Common Stock | 06/27/2024 | P | 11,949,171 | A | $3.84 | 23,521,757 | I | See footnotes(2)(3) | ||
| Common Stock | 06/27/2024 | P | 1,059,375 | A | $3.84 | 2,866,375 | I | See footnotes(3)(5) | ||
| Common Stock | 1,226,497 | I | See footnotes(3)(6) | |||||||
| Common Stock | 483,679 | I | See footnotes(3)(7) | |||||||
| Common Stock | 841,087 | I | See footnotes(3)(8) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Received in exchange for equity of Tenet Medicines, Inc. ("Tenet") pursuant to an Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Issuer, Tango Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Tango Merger Sub") and Tenet (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, on June 27, 2024, Tenet was acquired by the Issuer through the merged of Tango Merger Sub with and into Tenet (the "Acquisition"), with Tenet surviving the Acquisition as a wholly-owned subsidiary of the Issuer. |
| 2. These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). |
| 3. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. |
| 4. These securities are held directly by Sera. |
| 5. These securities are held directly by Nexus Fund III. |
| 6. These securities are held directly by the Nexus Fund. |
| 7. These securities are held directly by the Nexus Fund II. |
| 8. These securities are held directly by the Account. |
| Remarks: |
| Dr. Andrew Levin, a Partner and Managing Director of the Adviser, serves on the Issuer's board of directors. |
| /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | 07/01/2024 | |
| /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. | 07/01/2024 | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. | 07/01/2024 | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. | 07/01/2024 | |
| /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. | 07/01/2024 | |
| /s/ Peter Kolchinsky, individually | 07/01/2024 | |
| /s/ Rajeev Shah, individually | 07/01/2024 | |
| ** 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. | ||