SEC Form 4 · accession 0001144204-18-064515
Synthorx, Inc. · THOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 11, 2018
Accepted (ET)
Dec 13, 2018 · 6:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001609727
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Dec 11, 2018 | C | 1,525,235 | — | A | 1,525,235 | I | See Footnote |
| Common StockF1,F3,F4,F5 | Dec 11, 2018 | C | 3,653,908 | — | A | 5,179,143 | I | See Footnote |
| Common StockF7,F3,F4 | Dec 11, 2018 | P | 4,545,455 | $11.00 | A | 9,724,598 | 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 StockF2,F3,F4,F1 | — | Dec 11, 2018 | C | 2,443,794 | D | — | — | Common Stock | 1,525,235 | 0 | I |
| Series C Preferred StockF3,F4,F5,F1 | — | Dec 11, 2018 | C | 5,854,439 | D | — | — | Common Stock | 3,653,908 | 0 | I |
Explanation of responses
- F1Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock on a 1.60224-to-1 basis.
- F2The shares are held as follows: 1,245,659 shares held by RA Capital Healthcare Fund, L.P. (the "Fund") and 279,576 shares held by a separately managed account (the "Account").
- F3RA Capital Management, LLC (the "Adviser") is the general partner of the Fund and the investment adviser for the Account and therefore may be deemed to beneficially own the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934. Additionally, Peter Kolchinsky is a director of the Issuer and the sole manager of the Adviser.
- F4The Adviser disclaims beneficial ownership of the reported securities for purposes of Rule 16a-1(a)(1) under the Exchange Act in reliance on Rule 16a-1(a)(1)(v) and therefore disclaims any obligation to report ownership of the reported securities under Section 16(a) of the Exchange Act. The filing of this Form 4 shall not be construed as an admission that the Adviser is, for purposes of Rule 16a-1(a)(1) under the Exchange Act, the beneficial owner of any of the securities reported herein. The Adviser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a)(2) under the Exchange Act except to the extent of its pecuniary interest therein.
- F5The shares are held as follows: 2,941,397 shares held by the Fund and 712,511 shares held by the Account.
- F6The shares were purchased at the Issuer's initial public offering.
- F7These securities include 7,968,645 shares held by the Fund and 1,755,953 shares held by the Account.