11/06/2025 | Press release | Distributed by Public on 11/06/2025 18:42
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MPM BioVentures 2014, L.P. C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM BioVentures 2014 (B), L.P. C/O MPM BIOIMPACT 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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MPM BioVentures 2014 LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM BioVentures 2014 GP LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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MPM Asset Management Investors BV2014 LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
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| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC | 11/06/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC | 11/06/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014 (B), L.P. | 11/06/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC, the GP of MPM BioVentures 2014, L.P. | 11/06/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Director of MPM BioVentures 2014 LLC, the Managing Member of MPM BioVentures 2014 GP LLC | 11/06/2025 | |
| **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) | Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 dated September 24, 2025. |
| (2) | . The shares were sold as follows: 9,645 by MPM Asset Management LLC ("AM LLC"), 60,937 by MPM BioVentures 2014, L.P. ("BV 2014"), 4,064 by MPM BioVentures 2014(B), L.P. (BV 2014(B), 2,098 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 13,420 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 50,324 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV LLC is the manager of AM BV2014. MPM Oncology Innovations Fund GP LLC ("MPM OIF GP") is the general partner of MPM OIF. Ansbert Gadicke is a member of AM LLC, a managing director of BV LLC and a manager of MPM OIF GP. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| (3) | MPM BioImpact LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing partner of BioImpact. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.17 to $1.30 inclusive. The Reporting Person 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 sold at each separate price within the range set forth in this footnote. |
| (5) | The shares are held as follows: 412,556 by AM LLC, 2,605,487 by BV 2014, 173,782 by BV 2014(B), 89,680 by AM BV2014, 571,690 by MPM OIF and 2,153,927 by UBS Oncology. |
| (6) | The shares were sold as follows: 3,292 by AM LLC, 20,798 by BV 2014, 1,387 by BV 2014(B), 717 by AM BV2014, 4,580 by MPM OIF and 17,176 by UBS Oncology. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.19 to $1.25 inclusive. The Reporting Person 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 sold at each separate price within the range set forth in this footnote. |
| (8) | The shares are held as follows: 409,264 by AM LLC, 2,584,689 by BV 2014, 172,395 by BV 2014(B), 88,963 by AM BV2014, 567,110 by MPM OIF and 2,136,751 by UBS Oncology. |
| (9) | The shares were sold as follows: 3,738 by AM LLC, 23,619 by BV 2014, 1,575 by BV 2014(B), 814 by AM BV2014, 5,201 by MPM OIF and 19,505 by UBS Oncology. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.185 to $1.27 inclusive. The Reporting Person 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 sold at each separate price within the range set forth in this footnote. |
| (11) | The shares are held as follows: 405,526 by AM LLC, 2,561,070 by BV 2014, 170,820 by BV 2014(B), 88,149 by AM BV2014, 561,909 by MPM OIF and 2,117,246 by UBS Oncology. |
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Remarks: This filing is 1 of 2 identical filings due to limitations on number of Reporting Persons. See Form 4 filed by Ansbert Gadicke. |
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