Form 4 for PEPG PepGen Inc.
Accepted 2022-05-12 00:00:00 ET · period of report 2022-05-10 · accession 0001104659-22-059645 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-05-12 | 2022-05-10 | PEPG | Kolchinsky Peter | Dir, 10% | P - Purchase | $12.00 | +3.23M | 1.30M | New | +$38.75M |
| DMI | 2022-05-12 | 2022-05-10 | PEPG | Kolchinsky Peter | Dir, 10% | C - Cnv Deriv | — | +4.90M | 3.64M | New | — |
| DMI | 2022-05-12 | 2022-05-10 | PEPG | Kolchinsky Peter | Dir, 10% | C - Cnv Deriv | $0.00 | -4.99M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-05-10 | P | A | 2,979,451 | $12.00 | 6,621,680 | I See footnotes | — | — | (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). |
| 2 | Common | Common Stock | 2022-05-10 | C | A | 1,052,851 | — | 1,052,851 | I See footnotes | — | — | (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. (F3) These securities are held directly by the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| 3 | Common | Common Stock | 2022-05-10 | C | A | 207,672 | — | 207,672 | I See footnotes | — | — | (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F4) These securities are held directly by the separately managed account (the "Account"). |
| 4 | Common | Common Stock | 2022-05-10 | P | A | 249,749 | $12.00 | 1,302,600 | I See footnotes | — | — | (F3) These securities are held directly by the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| 5 | Common | Common Stock | 2022-05-10 | C | A | 3,642,229 | — | 3,642,229 | I See footnotes | — | — | (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). |
| 6 | Derivative | Series B Preferred Stock | 2022-05-10 | C | D | 1,508,048 | $0.00 | 0 | I See footnotes | — · — to — | 1,481,383 Common Stock | (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 7 | Derivative | Series A-2 Preferred Stock | 2022-05-10 | C | D | 211,410 | $0.00 | 0 | I See footnotes | — · — to — | 207,672 Common Stock | (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F4) These securities are held directly by the separately managed account (the "Account"). (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 8 | Derivative | Series A-2 Preferred Stock | 2022-05-10 | C | D | 425,497 | $0.00 | 0 | I See footnotes | — · — to — | 417,973 Common Stock | (F3) These securities are held directly by the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 9 | Derivative | Series A-2 Preferred Stock | 2022-05-10 | C | D | 2,199,741 | $0.00 | 0 | I See footnotes | — · — to — | 2,160,846 Common Stock | (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F2) These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |
| 10 | Derivative | Series B Preferred Stock | 2022-05-10 | C | D | 646,306 | $0.00 | 0 | I See footnotes | — · — to — | 634,878 Common Stock | (F3) These securities are held directly by the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). (F5) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund II and 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 Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F1) On May 6, 2022, each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of the Issuer's common stock at a ratio of 1.018-for-1 without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The shares had no expiration date. |