SEC Form 4 · accession 0000899243-18-017964
Tectonic Therapeutic, Inc. · TECX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Clarus Lifesciences III, L.P.
10% Owner
Clarus Ventures III GP, L.P.
10% Owner
Clarus Ventures III, LLC
10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 25, 2018 · 6:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001681087
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 25, 2018 | C | 2,283,434 | — | A | 2,283,434 | I | See Footnote |
| Common StockF3,F2 | Jun 25, 2018 | C | 678,891 | — | A | 2,962,325 | 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 A Preferred StockF2,F3,F4 | — | Jun 25, 2018 | C | 9,435,150 | D | — | — | Common Stock | 2,283,434 | 0 | I |
| Series B Preferred StockF2,F3,F4 | — | Jun 25, 2018 | C | 2,805,179 | D | — | — | Common Stock | 678,891 | 0 | I |
Explanation of responses
- F1Represents the total number of shares of Common Stock received by Clarus Lifesciences III, L.P. ("Clarus") upon the conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F2The shares are held directly by Clarus. The general partner of Clarus is Clarus Ventures III GP, L.P. ("GPLP"). Clarus Ventures III, LLC, ("LLC") is the general partner of GPLP. Each of Nicholas Galakatos, Dennis Henner, Robert Liptak, Scott Requadt, Nicholas Simon, and Kurt Wheeler, as individual managing directors of the LLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Requadt, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. Scott G. Requadt is a member of LLC and a member of the Issuer's board of directors. Mr. Requadt disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any.
- F3Represents the total number of shares of Common Stock received by Clarus upon the conversion of the Issuer's Series B Preferred Stock in connection with the closing of the Issuer's initial public offering.
- F4All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 4.132-for-1 basis on June 25, 2018 and had no expiration date.