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    New insider Klein Lawrence Otto claimed ownership of 86,215 shares (SEC Form 3)

    5/1/25 5:44:19 PM ET
    $AVTE
    Biotechnology: Pharmaceutical Preparations
    Health Care
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    SEC FORM 3 SEC Form 3
    FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0104
    Estimated average burden
    hours per response: 0.5
    1. Name and Address of Reporting Person*
    Klein Lawrence Otto

    (Last) (First) (Middle)
    C/O JADE BIOSCIENCES, INC.
    221 CRESCENT ST., BLDG. 23, STE. 105

    (Street)
    WALTHAM MA 02453

    (City) (State) (Zip)
    2. Date of Event Requiring Statement (Month/Day/Year)
    04/28/2025
    3. Issuer Name and Ticker or Trading Symbol
    Jade Biosciences, Inc. [ JBIO ]
    4. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    5. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Beneficially Owned
    1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
    Common Stock 86,215(1)(2)(3) D
    Table II - Derivative Securities Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
    Date Exercisable Expiration Date Title Amount or Number of Shares
    Stock Option (Right to Buy) (4) 01/29/2035 Common Stock 48,720 $6.03 D
    Explanation of Responses:
    1. Effective as of April 28, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of Aerovate Therapeutics, Inc. ("Aerovate") merged with and into Jade Biosciences, Inc. ("Jade") with Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger, (ii) immediately thereafter, Jade merged with and into a second wholly-owned subsidiary of Aerovate ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger and (iii) immediately thereafter, Second Merger Sub merged with and into Aerovate, with Aerovate being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, Aerovate changed its name to "Jade Biosciences, Inc." (hereinafter, the "Issuer").
    2. Represents the number of shares of restricted common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of restricted common stock of Jade held by the Reporting Person prior to the Merger. Each share of restricted common stock of Jade held at the Effective Time was exchanged for 0.6311 shares of the Issuer's restricted common stock.
    3. Consists of 86,215 shares of restricted common stock, one quarter of which will vest on July 23, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
    4. This option represents a right to purchase 48,720 shares of the Issuer's common stock, one quarter of which will vest on January 29, 2026, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
    Remarks:
    Exhibit 24 - Power of Attorney
    /s/ Elizabeth Balta, as attorney-in-fact for Lawrence Otto Klein 05/01/2025
    ** 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 5 (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.
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