Form 4 for PRME Prime Medicine, Inc.
Accepted 2022-10-26 00:00:00 ET · period of report 2022-10-24 · accession 0001628280-22-027124 · 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 | 2022-10-26 | 2022-10-24 | PRME | NELSEN ROBERT | Dir, 10% | C - Cnv Deriv | — | +11.47M | 16.1K | New | — |
| DMI | 2022-10-26 | 2022-10-24 | PRME | NELSEN ROBERT | Dir, 10% | P - Purchase | $17.00 | +800.0K | 6.13M | +15% | +$13.60M |
| DMI | 2022-10-26 | 2022-10-24 | PRME | NELSEN ROBERT | Dir, 10% | C - Cnv Deriv | $0.00 | -35.67M | 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 | 2022-10-24 | C | A | 5,728,297 | — | 5,728,297 | I By ARCH Venture Fund X, L.P. | — | — | (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. (F2) Represents shares held directly by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 2 | Common | Common Stock | 2022-10-24 | C | A | 5,728,297 | — | 5,728,297 | I By ARCH Venture Fund X Overage, L.P. | — | — | (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. (F4) Represents shares held directly by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 3 | Common | Common Stock | 2022-10-24 | P | A | 400,000 | $17.00 | 6,128,297 | I By ARCH Venture Fund X Overage, L.P. | — | — | (F4) Represents shares held directly by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. (F6) Reflects shares purchased by ARCH X Overage in the Issuer's initial public offering. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 4 | Common | Common Stock | 2022-10-24 | P | A | 400,000 | $17.00 | 6,128,297 | I By ARCH Venture Fund X, L.P. | — | — | (F2) Represents shares held directly by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. (F5) Reflects shares purchased by ARCH X in the Issuer's initial public offering. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 5 | Common | Common Stock | 2022-10-24 | C | A | 16,080 | — | 16,080 | I See footnote | — | — | (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. (F7) Shares held by a trust for the benefit of family members of the Reporting Person. |
| 6 | Derivative | Series A Convertible Preferred Stock | 2022-10-24 | C | D | 49,999 | $0.00 | 0 | I See footnote | — · — to — | 16,080 Common Stock | (F7) Shares held by a trust for the benefit of family members of the Reporting Person. (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. |
| 7 | Derivative | Series A Convertible Preferred Stock | 2022-10-24 | C | D | 16,666,667 | $0.00 | 0 | I By ARCH Venture Fund X, L.P. | — · — to — | 5,361,122 Common Stock | (F2) Represents shares held directly by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. |
| 8 | Derivative | Series A Convertible Preferred Stock | 2022-10-24 | C | D | 16,666,664 | $0.00 | 0 | I By ARCH Venture Fund X Overage, L.P. | — · — to — | 5,361,122 Common Stock | (F4) Represents shares held directly by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. |
| 9 | Derivative | Series B Convertible Preferred Stock | 2022-10-24 | C | D | 1,141,474 | $0.00 | 0 | I By ARCH Venture Fund X, L.P. | — · — to — | 367,175 Common Stock | (F2) Represents shares held directly by ARCH Venture Fund X, L.P. ("ARCH X"). ARCH Venture Partners X, L.P. ("AVP X LP") is the sole general partner of ARCH X. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. |
| 10 | Derivative | Series B Convertible Preferred Stock | 2022-10-24 | C | D | 1,141,474 | $0.00 | 0 | I By ARCH Venture Fund X Overage, L.P. | — · — to — | 367,175 Common Stock | (F4) Represents shares held directly by ARCH Venture Fund X Overage, L.P. ("ARCH X Overage"). ARCH Venture Partners X Overage, L.P. ("AVP X Overage LP") is the sole general partner of ARCH X Overage. (F3) ARCH Venture Partners X, LLC ("AVP X LLC") is the sole general partner of each of AVP X LP and AVP X Overage LP. The Reporting Person is a member of the investment committee of AVP X LLC, and may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. (F1) The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (together, the "Preferred Stock") were convertible into Common Stock on a one-for-3.10880 basis at any time at the option of the holder, and automatically converted into the number of shares shown in Column 7 immediately prior to the closing of the Issuer's initial public offering on October 24, 2022. The Preferred Stock had no expiration date. |