SEC Form 4 · accession 0001231919-26-000604
Acumen Pharmaceuticals, Inc. · ABOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RA Capital Healthcare Fund LP
Director · 10% Owner
RA CAPITAL MANAGEMENT, L.P.
Director · 10% Owner
Peter Kolchinsky
Director · 10% Owner
Rajeev M. Shah
Director · 10% Owner
RA Capital Nexus Fund II, L.P.
Director
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 5:12 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001576885
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 3, 2026 | A | 35,500 | $0.00 | A | 48,300 | I | See footnotes |
| Common StockF2,F4 | holding | — | — | — | 19,103,785 | I | See footnotes | |
| Common StockF2,F5 | holding | — | — | — | 1,300,034 | I | See footnotes | |
| Common StockF2,F6 | holding | — | — | — | 588,850 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3,F7 | $2.29 | Jun 3, 2026 | A | 53,250 | A | — | Jun 3, 2036 | Common Stock | 53,250 | 53,250 | I |
Explanation of responses
- F1Represents a restricted stock unit ("RSU") award to Laura Stoppel. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest in full on the earlier of the first anniversary of the date of grant or the 2027 annual stockholder meeting, subject to Dr. Stoppel's continuous service through such vesting date.
- F2RA 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.
- F3Under Dr. Stoppel's arrangement with the Adviser, Dr. Stoppel holds the RSUs and the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Stoppel is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option or settlement of the RSUs, as applicable, 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 RSUs, the option and the underlying common stock.
- F4Held directly by the Fund.
- F5Held directly by the Nexus Fund II.
- F6Held directly by the Account.
- F7Represents the award of an option to Dr. Stoppel. The shares subject to the option will vest in full on the earlier of the first anniversary of the date of grant or the 2027 annual stockholder meeting, subject to Dr. Stoppel's continuous service through such vesting date.
Remarks
Laura Stoppel, a Principal of the Adviser, serves on the Issuer's board of directors.