Home/Filings/4/0001209191-23-042970

4//SEC Filing

KERINS PATRICK J 4

Accession 0001209191-23-042970

CIK 0001400118other

View on SEC.gov Company Profile

Filed

Jul 19, 8:00 PM ET

Accepted

Jul 20, 6:56 PM ET

Size

37.0 KB

Accession

0001209191-23-042970

Insider Transaction Report

Form 4

Period: 2023-07-18

Sagimet Biosciences Inc.SGMT

NEA 13 GP, Ltd

10% Owner

Transactions

Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Other
Common Stock
2023-07-18−37,676→ 0 total
Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)

NEW ENTERPRISE ASSOCIATES 13 LP

10% Owner

Transactions

Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)
Other
Common Stock
2023-07-18−37,676→ 0 total
Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)

BASKETT FOREST

10% Owner

Transactions

Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Other
Common Stock
2023-07-18−37,676→ 0 total
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)
Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)

NEA Partners 13, Limited Partnership

10% Owner

Transactions

Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)
Other
Common Stock
2023-07-18−37,676→ 0 total
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)

KERINS PATRICK J

10% Owner

Transactions

Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)
Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Other
Common Stock
2023-07-18−37,676→ 0 total
Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)

SANDELL SCOTT D

10% Owner

Transactions

Conversion
Series E Preferred Stock
2023-07-18−237,893,958→ 0 total
→ Common Stock (2,993,189 underlying)
Conversion
Series F Preferred Stock
2023-07-18−23,041,474→ 0 total
→ Common Stock (289,908 underlying)
Other
Common Stock
2023-07-18−37,676→ 0 total
Other
Series A Common Stock
2023-07-18+37,676→ 37,676 total
Conversion
Series A Common Stock
2023-07-18+3,769,857→ 3,807,533 total
Exercise of In-Money
Series A Common Stock
2023-07-18$0.79/sh+13,404$10,653→ 3,820,937 total
Sale
Series A Common Stock
2023-07-18$16.00/sh−662$10,592→ 3,820,275 total
Purchase
Series A Common Stock
2023-07-18$16.00/sh+30,000$480,000→ 3,850,275 total
Conversion
Series B Preferred Stock
2023-07-18−1,301,130→ 0 total
→ Common Stock (16,370 underlying)
Conversion
Series B-1 Preferred Stock
2023-07-18−11,363,635→ 0 total
→ Common Stock (142,974 underlying)
Conversion
Series C Preferred Stock
2023-07-18−11,363,634→ 0 total
→ Common Stock (142,976 underlying)
Conversion
Series D Preferred Stock
2023-07-18−14,659,091→ 0 total
→ Common Stock (184,440 underlying)
Exercise of In-Money
Common Stock Warrant (right to buy)
2023-07-18−13,404→ 0 total
Exercise: $0.79Exp: 2024-01-23→ Common Stock (13,404 underlying)

Footnotes (6)

[F1]Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Series A Common Stock.
[F2]The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.
[F3]Upon closing of the Issuer's initial public offering, each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into Series A Common Stock. The Preferred Stock had no expiration date.
[F4]The Common Stock Warrants automatically exercised in connection with the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 662 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 12,742 shares, after deducting the aggregate exercise price.
[F5]NEA 13 purchased 30,000 shares of Series A Common Stock of the Issuer in connection with the Issuer's initial public offering.
[F6]The Reporting Persons' Form 3 overreported the number of shares underlying the Preferred Stock by an aggregate of 6 shares.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Sagimet Biosciences Inc.

CIK 0001400118

→

Entity typeother

Related Parties

filerCIK 0001235112

Filing Metadata

Form type: 4
Filed: Jul 19, 8:00 PM ET
Accepted: Jul 20, 6:56 PM ET
Size: 37.0 KB

View on SEC.gov