Kolchinsky Peter 4
4 · Forma Therapeutics Holdings, Inc., · Filed Jun 24, 2020
Insider Transaction Report
Form 4
Kolchinsky Peter
Director10% Owner
Transactions
- Conversion
Common Stock
2020-06-23+5,011,651→ 5,011,651 total(indirect: See footnote) - Purchase
Common Stock
2020-06-23$20.00/sh+4,000,000$80,000,000→ 9,011,651 total(indirect: See footnote) - Conversion
Series D Redeemable Convertible Preferred Stock
2020-06-23−21,437,376→ 0 total(indirect: See footnote)→ Common Stock (5,011,651 underlying)
Footnotes (7)
- [F1]All series of preferred stock automatically converted into the Issuer's common stock on a one-for-4.2775 basis upon the closing of the Issuer's initial public offering on June 23, 2020 and had no expiration date.
- [F2]Includes (a) 3,216,720 shares held by RA Capital Healthcare Fund, L.P. (the "Fund"), (b) 1,252,913 shares held by RA Capital Nexus Fund, L.P. (the "Nexus Fund") and (c) 542,018 shares held by a separately managed account (the "Account").
- [F3]RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, the Nexus Fund and the Account. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").
- [F4]They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). The reporting person disclaims beneficial ownership of securities held by the Fund and the Nexus Fund for purposes of Rule 16a-1(a)(2), except to the extent of his pecuniary interest therein, and disclaims any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2).
- [F5]The filing of this Form 4 shall not be construed as an admission that either the Adviser, the Adviser GP, Dr. Kolchinsky, or Mr. Shah is or was for the purposes of Section 16(a), or otherwise, the beneficial owner of any of the securities held in the Account.
- [F6]Includes 3,741,488 shares purchased by the Fund and 258,512 shares purchased by the Nexus Fund, in each case acquired in the Issuer's initial public offering on June 23, 2020 at a price of $20.00 per share pursuant to an underwritten public offering.
- [F7]Includes (a) 6,958,208 shares held by the Fund, (b) 1,511,425 shares held by the Nexus Fund and (c) 542,018 shares held by the Account.