SEC Form 4 · accession 0001231919-26-000684
PepGen Inc. · PEPG
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 18, 2026
Accepted (ET)
Jun 22, 2026 · 4:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001835597
Table I — non-derivative securities
No Table I lines on this filing.
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,F1 | $1.79 | Jun 18, 2026 | A | 34,000 | A | — | Jun 17, 2036 | Common Stock | 34,000 | 34,000 | I |
Explanation of responses
- F1This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Dr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.
- 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. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, 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 option and underlying common stock.
Remarks
Joshua Resnick, a Partner of the Adviser, serves on the Issuer's board of directors.