InsiderTrades

Form 4 for SION Sionna Therapeutics, Inc.

Accepted 2025-02-12 00:00:00 ET · period of report 2025-02-10 · accession 0001999371-25-001562 · 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 2025-02-12 2025-02-10 SION TPG GP A, LLC 10% C - Cnv Deriv — +4.88M 5.56M +712% —
DI 2025-02-12 2025-02-10 SION TPG GP A, LLC 10% P - Purchase $18.00 +1.12M 6.68M +20% +$20.25M
DMI 2025-02-12 2025-02-10 SION TPG GP A, LLC 10% C - Cnv Deriv — -7.12M 0 -100% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2025-02-10 C A 4,875,547 — 5,559,962 I See Explanation of Responses — — (F3) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock. (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
2 Common Common Stock 2025-02-10 P A 1,125,000 $18.00 6,684,962 I See Explanation of Responses — — (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F4) On February 10, 2025, in connection with the Issuer's initial public offering, The Rise Fund Sling, L.P. acquired an aggregate of 1,125,000 shares of Common Stock at a price of $18.00 per share. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
3 Derivative Series Seed Preferred Stock 2025-02-10 C D 1,276,276 — 0 I See Explanation of Responses — · — to — 873,503 Common Stock (F3) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock. (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
4 Derivative Series B Preferred Stock 2025-02-10 C D 2,275,528 — 0 I See Explanation of Responses — · — to — 1,557,408 Common Stock (F3) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock. (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
5 Derivative Series A Preferred Stock 2025-02-10 C D 1,806,318 — 0 I See Explanation of Responses — · — to — 1,236,272 Common Stock (F3) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock. (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
6 Derivative Series C Preferred Stock 2025-02-10 C D 1,765,541 — 0 I See Explanation of Responses — · — to — 1,208,364 Common Stock (F3) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock. (F1) Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. (F2) TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock. (F5) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. (F6) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.