11/17/2025 | Press release | Distributed by Public on 11/17/2025 18:20
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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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GADICKE ANSBERT C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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MPM ONCOLOGY INNOVATIONS FUND LP C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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UBS Oncology Impact Fund L.P. C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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Oncology Impact Fund (Cayman) Management L.P. C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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MPM BioImpact LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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MPM Oncology Innovations Fund GP LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
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MPM ASSET MANAGEMENT LLC C/O MPM BIOIMPACT LLC 399 BOYLSTON STREET, SUITE 1100 BOSTON, MA 02116 |
X | |||
| /s/ Ansbert Gadicke, Manager of MPM Oncology Innovations Fund GP LLC, the GP of MPM Oncology Innovations Fund, L.P. | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Manager of MPM Oncology Innovations Fund GP LLC | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Partner of MPM BioImpact LLC | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, member of MPM Asset Management LLC | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Partner of MPM BioImpact LLC, the GP of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund, L.P. | 11/17/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Ansbert Gadicke, Managing Partner of MPM BioImpact LLC, the GP of Oncology Impact Fund (Cayman) Management L.P. | 11/17/2025 | |
| **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: 6,244 by MPM Asset Management LLC ("AM LLC"), 39,450 by MPM BioVentures 2014, L.P. ("BV 2014"), 2,631 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 1,359 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 8,688 by MPM Oncology Innovations Fund, L.P. ("MPM OIF") and 32,579 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.918 to $1.07 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. |
| (4) | 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. 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 a member of AM LLC, a managing director of BV LLC, a manager of MPM OIF GP and 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. |
| (5) | The shares are held as follows: 384,621 by AM LLC, 2,429,001 by BV 2014, 162,011 by BV 2014(B), 83,604 by AM BV2014, 532,824 by MPM OIF and 2,008,179 by UBS Oncology. |
| (6) | The shares were sold as follows: 4,232 by AM LLC, 26,736 by BV 2014, 1,783 by BV 2014(B), 921 by AM BV2014, 5,888 by MPM OIF and 22,080 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 $0.895 to $0.9551 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: 380,389 by AM LLC, 2,402,265 by BV 2014, 160,228 by BV 2014(B), 82,683 by AM BV2014, 526,936 by MPM OIF and 1,986,099 by UBS Oncology. |
| (9) | The shares were sold as follows: 3,918 by AM LLC, 24,750 by BV 2014, 1,651 by BV 2014(B), 851 by AM BV2014, 5,451 by MPM OIF and 20,440 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 $0.9183 to $0.99 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: 376,471 by AM LLC, 2,377,515 by BV 2014, 158,577 by BV 2014(B), 81,832 by AM BV2014, 521,485 by MPM OIF and 1,965,659 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 MPM BioVentures 2014, L.P. |
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