RA Capital Healthcare Fund LP 4
4 · PepGen Inc. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
PepGen (PEPG) 10% Owner RA Capital Receives 34,000-Share Award
What Happened
RA Capital Management, L.P. (a reported >10% owner) reported a derivative acquisition on Form 4: a grant/award of 34,000 PepGen (PEPG) shares on June 18, 2026. The award is reported at $0.00 per share (total reported consideration $0) and is coded as an award/acquisition (derivative). Joshua Resnick, a Partner at the Adviser, serves on PepGen’s board; vesting will occur as described in the filing (see footnote).
Key Details
- Transaction date: 2026-06-18. Form filed: 2026-06-22 (appears timely under the 2-business-day rule).
- Instrument: Derivative award/option (code A) for 34,000 shares.
- Price/consideration: $0.00 per share; total reported $0.
- Shares owned after transaction: Not specified in the filing; reporting persons disclaim beneficial ownership (see footnotes).
- Footnotes:
- F1: Vesting in full on earlier of (i) first anniversary of grant or (ii) issuer’s next annual meeting; vesting stops if Dr. Resnick ceases to be a director unless board decides otherwise.
- F2/F3: RA Capital and related entities disclaim beneficial ownership; Dr. Resnick holds the option for the benefit of certain funds/accounts and must turn over any net cash or stock from exercise to the Adviser to offset advisory fees.
- Remark: Joshua Resnick is a Partner of the Adviser and serves on PepGen’s board.
Context
This is a grant of a derivative award (not an open-market purchase or a sale). Because of the Adviser/Dr. Resnick arrangement and the disclaimer language, the reporting persons state they do not claim direct beneficial ownership of the option or underlying shares — the award appears tied to fund/account arrangements and compensation/fee offset mechanics. Such grants are common and reflect compensation or institutional arrangements rather than immediate buy/sell sentiment; no exercise or sale of the shares is reported here.
Insider Transaction Report
- Award
Stock Option (Right to Buy)
[F1][F2][F3]2026-06-18+34,000→ 34,000 total(indirect: See Footnotes)Exercise: $1.79Exp: 2036-06-17→ Common Stock (34,000 underlying)
Footnotes (3)
- [F1]This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Dr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.
- [F2]RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
- [F3]Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.