Form 4 for SGMT Sagimet Biosciences Inc.
Accepted 2023-07-20 00:00:00 ET · period of report 2023-07-18 · accession 0001104659-23-082736 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | C - Cnv Deriv | — | +84.8K | 84.8K | New | — |
| DI | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | C - Cnv Deriv | — | +1.86M | 1.90M | +4,800% | — |
| DI | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | A - Grant | — | +38.8K | 38.8K | New | — |
| DI | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | D - Sale to Iss | — | -38.8K | 0 | -100% | — |
| DI | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | P - Purchase | $16.00 | +46.9K | 46.9K | New | +$750.0K |
| DMI | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | C - Cnv Deriv | $0.00 | -147.89M | 0 | -100% | $0 |
| D | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | D - Sale to Iss | $0.00 | -23.2K | 0 | -100% | $0 |
| D | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | A - Grant | $0.00 | +23.2K | 23.2K | New | $0 |
| D | 2023-07-20 | 2023-07-18 | SGMT | SEIDENBERG BETH C | Dir | C - Cnv Deriv | $0.00 | -6.74M | 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 | Series A Common Stock | 2023-07-18 | C | A | 84,768 | — | 84,768 | D By trust | — | — | (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. (F4) Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". (F5) Shares held by the Seidenberg/Vogel Revocable Trust UA 3/6/03, of which the Reporting Person serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| 2 | Common | Series A Common Stock | 2023-07-18 | C | A | 1,860,712 | — | 1,899,475 | I See footnote | — | — | (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| 3 | Common | Series A Common Stock | 2023-07-18 | A | A | 38,763 | — | 38,763 | I See footnote | — | — | (F1) Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock. (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| 4 | Common | Common Stock | 2023-07-18 | D | D | 38,763 | — | 0 | I See footnote | — | — | (F1) Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock. (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. |
| 5 | Common | Series A Common Stock | 2023-07-18 | P | A | 46,875 | $16.00 | 46,875 | I | — | — | |
| 6 | Derivative | Series E Preferred Stock | 2023-07-18 | C | D | 103,127,234 | $0.00 | 0 | I See footnote | — · — to — | 1,297,549 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 7 | Derivative | Series F Preferred Stock | 2023-07-18 | C | D | 20,430,107 | $0.00 | 0 | I | — · — to — | 257,052 Series A Common Stock | (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 8 | Derivative | Stock Option (Right to Buy) | 2023-07-18 | D | D | 23,216 | $0.00 | 0 | D | $6.36 · — to 2029-04-28 | 23,216 Common Stock | (F6) The shares underlying this option are fully vested and exercisable as of the date hereof. |
| 9 | Derivative | Stock Option (Right to Buy) | 2023-07-18 | A | A | 23,216 | $0.00 | 23,216 | D | $6.36 · — to 2029-04-28 | 23,216 Series A Common Stock | (F6) The shares underlying this option are fully vested and exercisable as of the date hereof. |
| 10 | Derivative | Series A Preferred Stock | 2023-07-18 | C | D | 539,006 | $0.00 | 0 | I See footnote | — · — to — | 6,781 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 11 | Derivative | Series B Preferred Stock | 2023-07-18 | C | D | 493,370 | $0.00 | 0 | I See footnote | — · — to — | 6,208 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 12 | Derivative | Series B-1 Preferred Stock | 2023-07-18 | C | D | 8,596,590 | $0.00 | 0 | I See footnote | — · — to — | 108,163 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 13 | Derivative | Series C Preferred Stock | 2023-07-18 | C | D | 8,596,589 | $0.00 | 0 | I See footnote | — · — to — | 108,163 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 14 | Derivative | Series D Preferred Stock | 2023-07-18 | C | D | 6,103,580 | $0.00 | 0 | I See footnote | — · — to — | 76,796 Series A Common Stock | (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |
| 15 | Derivative | Series E Preferred Stock | 2023-07-18 | C | D | 6,737,254 | $0.00 | 0 | D See footnote | — · — to — | 84,768 Series A Common Stock | (F4) Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". (F2) Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose. (F3) Upon closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date. |