09/05/2025 | Press release | Distributed by Public on 09/05/2025 17:09
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Casdin Partners Master Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | X | ||
Casdin Capital, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | X | ||
Casdin Partners GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | X | ||
Casdin Private Growth Equity Fund II, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | |||
Casdin Private Growth Equity Fund II GP, LLC 1350 AVENUE OF THE AMERICAS, SUITE 2600 NEW YORK, NY 10019 |
X | |||
Casdin Private Growth Equity Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | |||
CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | |||
Casdin Eli 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 |
X | X |
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Private Growth Equity Fund II, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Private Growth Equity Fund GP II, LLC, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Managing Member | 09/05/2025 | |
**Signature of Reporting Person | Date | |
/s/ Eli Casdin, Eli Casdin | 09/05/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.2414 to $1.2765. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
(2) | The securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC ("Casdin"), the investment adviser to the Master Fund, (ii) Casdin Partners GP, LLC (the "GP"), the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin and the GP. |
(3) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.2621 to $1.2930. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
(4) | The securities are owned directly by Eli Casdin. |
(5) | The securities are owned directly by Casdin Private Growth Equity Fund II, L.P. (the "Equity Fund II") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund II, and (ii) Eli Casdin, the managing member of Casdin. |
(6) | The securities are owned directly by Casdin Private Growth Equity Fund, L.P. (the "Equity Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund, and (ii) Eli Casdin, the managing member of Casdin. |
Remarks: Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |