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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security | 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 | 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 of Derivative Security: 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) | $2.63 | 05/29/2025 | A | 65,351 | (2) | 05/29/2035 | Common Stock | 65,351 | $ 0 | 65,351 | D |
Represents a restricted stock unit award of common stock, which will vest in full on the earlier of (i) May 29, 2026, and (ii) immediately prior to the date of the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive. | |
All of the shares subject to the option shall be fully vested and exercisable on the earlier of (i) May 29, 2026, and (ii) immediately prior to the date of the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive. | |
Shares held directly by Westlake BioPartners Fund I, L.P. ("Westlake I"). The general partner of Westlake I is Westlake BioPartners GP I, LLC ("Westlake GP I"). The Reporting Person is the managing director of Westlake GP I and has sole voting and dispositive control over Westlake GP I, and disclaims beneficial ownership of the shares held by Westlake I except to the extent of the Reporting Person's pecuniary interest therein, if any. | |
Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. ("Westlake Opportunity"). The general partner of Westlake Opportunity is Westlake BioPartners Opportunity GP I, LLC ("Westlake Opportunity GP I"). The Reporting Person is the managing director of Westlake Opportunity GP I and has sole voting and dispositive control over Westlake Opportunity GP I, and disclaims beneficial ownership of the shares held by Westlake Opportunity except to the extent of the Reporting Person's pecuniary interest therein, if any. |
Signatures | ||
By: /s/ Ryan Jones, as Attorney-in-Fact | 06/02/2025 | |
** 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. |