SEC Form 3 filed by new insider Stone Benjamin
$TRAX
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/20/2026 | 3. Issuer Name and Ticker or Trading Symbol
First Tracks Biotherapeutics, Inc. [ TRAX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 17,262(1) | 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 | ||||
| Employee Stock Option (right to buy) | (2) | 06/14/2032 | Common Stock | 43,750 | $5.8 | D | |
| Employee Stock Option (right to buy) | (3) | 01/05/2033 | Common Stock | 48,300 | $6.22 | D | |
| Employee Stock Option (right to buy) | (4) | 01/02/2034 | Common Stock | 112,790 | $5.67 | D | |
| Employee Stock Option (right to buy) | (5) | 01/02/2035 | Common Stock | 92,500 | $3.97 | D | |
| Employee Stock Option (right to buy) | (6) | 01/05/2036 | Common Stock | 36,700 | $11.75 | D | |
| Employee Stock Option (right to buy) | (7) | 12/14/2032 | Common Stock | 3,100 | $7.66 | D | |
| Restricted Stock Unit | (8) | (8) | Common Stock | 4,425 | (9) | D | |
| Restricted Stock Unit | (10) | (10) | Common Stock | 20,605 | (9) | D | |
| Restricted Stock Unit | (11) | (11) | Common Stock | 24,337 | (9) | D | |
| Restricted Stock Unit | (12) | (12) | Common Stock | 27,100 | (9) | D | |
| Performance Stock Unit | (13) | (13) | Common Stock | 50,000 | (14) | D | |
| Explanation of Responses: |
| 1. Consists of shares of common stock received in connection with the spin-off of First Tracks Biotherapeutics, Inc. ("First Tracks") from AnaptysBio, Inc. ("AnaptysBio"). |
| 2. The stock option vests as to 25% of the total shares on June 15, 2023, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 3. The stock option vests as to 25% of the total shares on January 6, 2024, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 4. The stock option vests as to 25% of the total shares on January 3, 2025, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 5. The stock option vests as to 25% of the total shares on January 7, 2026, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 6. The stock option vests as to 25% of the total shares on January 6, 2027, and thereafter vests as to 1/48 of the total shares monthly until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 7. This stock option is fully vested. |
| 8. The restricted stock units ("RSUs") vests as to 25% of the total RSUs annually commencing on January 6, 2024 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 9. Each RSU represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration. |
| 10. The RSUs vests as to 25% of the total RSUs annually commencing on January 3, 2025 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 11. The RSUs vests as to 25% of the total RSUs annually commencing on January 7, 2026 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 12. The RSUs vests as to 25% of the total RSUs annually commencing on January 6, 2027 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 13. Shares earned upon the vesting of a percentage of the performance stock units ("PSUs") granted to the Reporting Person on July 22, 2024. Each PSU represents a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of performance data metric goals ("Performance Metrics"). 50% of the total number of shares subject to the PSU shall vest each on July 1, 2025 and July 1, 2026 ("Vestings"), upon Performance Metrics achieved. If such Vestings do not occur, 100% of the PSUs shall fully vest on July 1, 2028. subject to the Reporting Person' service to the Issue on each vesting date. |
| 14. Each PSU represents a contingent right to receive 1 share of the Issuer's common stock upon settlement for no consideration. |
| Remarks: |
| On April 20, 2026, in connection with the AnaptysBio spin-off of First Tracks (the "Spin-Off"), AnaptysBio distributed all outstanding equity awards of First Tracks to the Reporting Person previously granted to the reporting person from AnaptysBio, which modification is intended to preserve the underlying value of the outstanding equity awards. The distributed equity awards remain subject to the same vesting conditions as those under the original equity awards. |
| /s/ Ajim Tamboli, Attorney-in-Fact | 04/22/2026 | |
| ** 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. | ||
| * Form 3: SEC 1473 (03-26) | ||