BIOTECHNOLOGY VALUE FUND L P 4
4 · Repare Therapeutics Inc. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Repare Therapeutics (RPTX) 10% Holder BVF Partners Sells 10.17M Shares
What Happened
BVF Partners L.P., identified as a 10% beneficial owner of Repare Therapeutics (RPTX), disposed of a total of 10,166,943 common shares on January 28, 2026. The Form 4 reports three related disposition entries (5,309,432; 4,308,573; 548,938 shares) in connection with a change of control (the merger). Per the filing footnote, each share was exchanged for $2.20 in cash plus one contingent value right (CVR), implying cash proceeds of approximately $22.37 million in aggregate, plus the CVRs. This was a merger-related disposition (not an open-market sale).
Key Details
- Transaction date: January 28, 2026 (effective date of the merger). Form filed: January 30, 2026.
- Reported disposals: 5,309,432; 4,308,573; and 548,938 shares (total 10,166,943).
- Price reported on Form 4: N/A; footnote clarifies consideration = $2.20 cash per share + one CVR per share.
- Approximate cash received: $2.20 × 10,166,943 ≈ $22.37 million (plus CVRs).
- Transaction code: “U” — disposition in connection with a change of control (merger).
- Shares owned after the transaction: not specified on this Form 4 (the merger acquired all outstanding common shares).
- Filing: Joint Form 4 by multiple related entities (see footnotes); reporting persons disclaim beneficial ownership except to extent of pecuniary interest.
Context
This was an institutional, merger-related disposition by a 10% holder (BVF and affiliated reporting entities) as part of the deal under an Arrangement Agreement; such transactions reflect deal consideration rather than routine insider selling and should not be read as a standalone signal of management sentiment. The filing notes the buyer acquired all issued and outstanding common shares effective January 28, 2026.
Insider Transaction Report
- Disposition from Tender
Common Shares, no par value
[F1][F2][F6][F3]2026-01-28−5,309,432→ 0 total - Disposition from Tender
Common Shares, no par value
[F1][F2][F6][F4]2026-01-28−4,308,573→ 0 total - Disposition from Tender
Common Shares, no par value
[F1][F2][F6][F5]2026-01-28−548,938→ 0 total
Footnotes (6)
- [F1]This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- [F2]This Form 4 reports securities disposed of pursuant to an Arrangement Agreement, dated as of November 14, 2025, under the Business Corporations Act (Quebec), by and among the Issuer, XenoTherapeutics, Inc. ("Parent"), Xeno Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Parent, and solely for limited purposes, XOMA Royalty Corporation, pursuant to to which Purchaser acquired all of the issued and outstanding Common Shares of the Issuer, effective January 28, 2026 (the "Merger").
- [F3]Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- [F4]Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- [F5]Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- [F6]The Reporting Persons received the following in exchange for each Common Share of the Issuer disposed of in connection with the Merger: $2.20 in cash per Common Share and one contingent value right per Common Share for potential cash payments.