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    SEC Form 4 filed by Director Ra Capital Management, L.P.

    6/20/25 6:46:21 PM ET
    $SEPN
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $SEPN alert in real time by email
    SEC FORM 4 SEC Form 4
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    RA CAPITAL MANAGEMENT, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Septerna, Inc. [ SEPN ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    06/17/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    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
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    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
    Stock Option (Right to Buy) $10.24 06/17/2025 A 16,623 (1) 06/16/2035 Common Stock 16,623 $0 16,623 I See Footnotes(2)(3)
    1. Name and Address of Reporting Person*
    RA CAPITAL MANAGEMENT, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    RA Capital Healthcare Fund LP

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    RA Capital Nexus Fund III, L.P.

    (Last) (First) (Middle)
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Kolchinsky Peter

    (Last) (First) (Middle)
    C/O RA CAPITAL MANAGEMENT, L.P.
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Shah Rajeev M.

    (Last) (First) (Middle)
    C/O RA CAPITAL MANAGEMENT, L.P.
    200 BERKELEY STREET, 18TH FLOOR

    (Street)
    BOSTON MA 02116

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    Explanation of Responses:
    1. Represents the grant of a stock option to Jake Simson pursuant to the Issuer's Non-Employee Director Compensation Policy. The shares subject to the option shall vest on the earlier of (i) June 17, 2026 or (ii) the Issuer's next annual meeting of stockholders, subject to Dr. Simson's continued service to the Issuer through such vesting date.
    2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). 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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
    3. Jake Simson is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
    Remarks:
    Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.
    /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 06/20/2025
    /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 06/20/2025
    /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 06/20/2025
    /s/ Peter Kolchinsky, individually 06/20/2025
    /s/ Rajeev Shah, individually 06/20/2025
    ** 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.
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