SEC Form 4 · accession 0001144204-17-029350
G1 Therapeutics, Inc. · GTHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter Kolchinsky
Other
Period of report
May 22, 2017
Accepted (ET)
May 24, 2017 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001560241
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4,F1,F2 | May 22, 2017 | C | 1,723,304 | — | A | 1,723,304 | I | See footnotes |
| Common StockF3,F5,F2 | May 22, 2017 | C | 560,940 | — | A | 2,284,244 | I | See footnotes |
| Common StockF6,F7,F2 | May 22, 2017 | P | 400,000 | $15.00 | A | 2,684,244 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF8,F1,F2,F4 | — | May 22, 2017 | C | 5,169,916 | D | — | — | Common Stock | 1,723,304 | 0 | I |
| Series C Preferred StockF9,F2,F5,F3 | — | May 22, 2017 | C | 1,682,822 | D | — | — | Common Stock | 560,940 | 0 | I |
Explanation of responses
- F1These securities are held by RA Capital Healthcare Fund, L.P. (the "Fund").
- F2RA Capital Management, LLC ("Adviser") is the general partner of the Fund and the investment adviser for a separately managed account (the "Account"). Peter Kolchinsky is the manager of Adviser. Adviser and Dr. Kolchinsky may be deemed indirect beneficial owners of the reported securities and disclaim beneficial ownership thereof: (A) in reliance on Rule 16a-1(a)(1)(v) and (vii); and (B) held by Fund, for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein. Adviser and Dr. Kolchinsky have no pecuniary interest in the reported securities held in the Account and disclaim: (A) beneficial ownership thereof for purposes of Rule 16a-1(a)(2); and (B) any filing obligations under Section 16 other than as a director by deputization and a director, respectively. This Form 4 shall not be construed as an admission that Adviser or Dr. Kolchinsky is or was under Section 16(a), or otherwise, the beneficial owner of any of the reported securities.
- F3These securities include 453,801 shares held by the Fund and 107,139 shares held in the Account.
- F4Each share of the Series B Preferred Stock converted into Common Stock on a 1-for-3 basis automatically upon the closing of the Issuer's initial public offering, and had no expiration date.
- F5Each share of the Series C Preferred Stock converted into Common Stock on a 1-for-3 basis automatically upon the closing of the Issuer's initial public offering, and had no expiration date.
- F6These securities include 322,895 shares held by the Fund and 77,105 shares held in the Account.
- F7These securities include 2,500,000 shares held by the Fund and 184,244 shares held in the Account.
- F8These shares are held by the Fund.
- F9These securities include 1,361,403 shares held by the Fund and 321,419 shares held in the Account.