4//SEC Filing
Saccomano Nicholas A 4
Accession 0001415889-24-024921
CIK 0001637715other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 7:29 PM ET
Size
19.3 KB
Accession
0001415889-24-024921
Insider Transaction Report
Form 4
Saccomano Nicholas A
DirectorPresident and CEO
Transactions
- Award
Employee Stock Option (right to buy)
2024-10-04+16,898→ 16,898 totalExercise: $13.99Exp: 2033-10-14→ Class A Common Stock (16,898 underlying) - Award
Employee Stock Option (right to buy)
2024-10-04+1,485→ 1,485 totalExercise: $13.99Exp: 2033-08-29→ Class A Common Stock (1,485 underlying) - Award
Class A Common Stock
2024-10-04+4,556→ 4,556 total - Award
Employee Stock Option (right to buy)
2024-10-04+8,449→ 8,449 totalExercise: $13.99Exp: 2033-10-14→ Class A Common Stock (8,449 underlying) - Award
Employee Stock Option (right to buy)
2024-10-04+2,359→ 2,359 totalExercise: $21.20Exp: 2032-01-10→ Class A Common Stock (2,359 underlying) - Award
Employee Stock Option (right to buy)
2024-10-04+542,232→ 542,232 totalExercise: $18.20Exp: 2034-10-03→ Class A Common Stock (542,232 underlying)
Footnotes (7)
- [F1]These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon the meeting of both a "Service-Based Requirement" and a "Liquidity Event Plus Service Requirement." 1/16th of the RSUs met the "Service-Based" requirement on June 20, 2023 and 1/16th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. The Liquidity Event Plus Service Requirement will be satisfied on the 181st day following the closing of the Merger (as defined below), subject to the Reporting Person continuing as a service provider through such date. On October 4, 2024, the effective time of the Merger, each RSU of OnKure (as defined below) (footnote continued in footnote (2))
- [F2](continued from footnote (1)) was assumed by, and converted into an RSU award of, Reneo (as defined below) covering such number of shares of Reneo Class A Common Stock determined by multiplying the number of shares of OnKure preferred stock subject to the RSU award by a designated exchange ratio (rounded down to the nearest whole share). The Agreement and Plan of Merger, dated as of May 10, 2024 (the "Merger Agreement"), by and among Reneo Pharmaceuticals, Inc. ("Reneo"), Radiate Merger Sub I, a wholly owned subsidiary of Reneo ("Merger Sub I"), and OnKure, Inc. ("OnKure"), provided for the merger of Merger Sub I with and into OnKure, with OnKure surviving the merger as a wholly-owned subsidiary of Reneo (the "Merger"). After completion of the Merger, the combined company was renamed "OnKure Therapeutics, Inc." and the Class A Common Stock of the combined company trades on The Nasdaq Stock Market under the symbol "OKUR."
- [F3]1/12th of the shares subject to the option vested on March 31, 2022 and 1/12th of the shares subject to the option vest on the last day of each quarter thereafter, subject to the Reporting Person continuing as a service provider through each such date.
- [F4]Each OnKure stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Reneo and became an option to acquire, on the same terms and conditions as were applicable to such OnKure stock option immediately prior to the effective time of the Merger, a number of shares of Reneo Class A common stock equal to the number of shares of OnKure common stock subject to the unexercised portion of the OnKure stock option immediately prior to the effective time of the Merger, multiplied by a designated exchange ratio (rounded down to the nearest whole share). The exercise price per share for the options is equal to the exercise price per share of such OnKure stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).
- [F5]1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date.
- [F6]All of the shares subject to this option are fully vested and exercisable as of the date hereof.
- [F7]1/36th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
Documents
Issuer
OnKure Therapeutics, Inc.
CIK 0001637715
Entity typeother
Related Parties
1- filerCIK 0001609284
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 7:29 PM ET
- Size
- 19.3 KB