Ra Capital Management, L.P. - Jun 20, 2024 Form 4 Insider Report for PepGen Inc. (PEPG)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
PEPG
Transactions as of
Jun 20, 2024
Transactions value $
$0
Form type
4
Date filed
6/21/2024, 04:14 PM
Previous filing
Jun 20, 2024
Next filing
Jun 28, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PEPG Stock Option (Right to Buy) Award $0 +13K $0.00 13K Jun 20, 2024 Common Stock 13K $16.80 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option shall vest in full upon the earlier of (i) June 20, 2025 or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Mr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.
F2 RA 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.
F3 Joshua Resnick is a Senior Managing Director of the Adviser who serves on the Issuer's board of directors. Under Mr. Resnick's arrangement with the Adviser, Mr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Mr. 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:

Mr. Joshua Resnick, a Senior Managing Director of the Adviser, serves on the Issuer's board of directors.