Form 4 for FULC Fulcrum Therapeutics, Inc.
Accepted 2024-08-23 00:00:00 ET · period of report 2024-08-21 · accession 0001415889-24-022127 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-08-23 | 2024-08-21 | FULC | Shah Rajeev M. | 10% | J - Other | — | -8.50M | 3.11M | -73% | — |
| DI | 2024-08-23 | 2024-08-21 | FULC | Shah Rajeev M. | 10% | J - Other | — | +8.50M | 8.50M | New | — |
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 | 2024-08-21 | J | D | 8,500,000 | — | 3,109,704 | I See footnotes | — | — | (F1) RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, on a 1:1 basis, 8,500,000 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.001 per share (each a "Pre-Funded Warrant"). (F2) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. 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, 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. (F3) Held directly by the Fund. |
| 2 | Derivative | Warrant (Right to Buy) | 2024-08-21 | J | A | 8,500,000 | — | 8,500,000 | I See footnotes | $0.00 · — to — | 8,500,000 Common Stock | (F1) RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, on a 1:1 basis, 8,500,000 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.001 per share (each a "Pre-Funded Warrant"). (F2) RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. 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, 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. (F3) Held directly by the Fund. (F4) The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |