Ra Capital Management, L.P. - Jul 22, 2024 Form 4 Insider Report for Artiva Biotherapeutics, Inc. (ARTV)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ARTV
Transactions as of
Jul 22, 2024
Transactions value $
$104,709,203
Form type
4
Date filed
7/24/2024, 04:27 PM
Previous filing
Jul 22, 2024
Next filing
Aug 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ARTV Common Stock Conversion of derivative security +725K 725K Jul 22, 2024 See footnotes F1, F2, F3
transaction ARTV Common Stock Conversion of derivative security +265K 265K Jul 22, 2024 See footnotes F1, F2, F4
transaction ARTV Common Stock Conversion of derivative security +68.3K 68.3K Jul 22, 2024 See footnotes F1, F2, F5
transaction ARTV Common Stock Other $3.3M +323K +44.55% $10.20* 1.05M Jul 22, 2024 See footnotes F2, F3, F6
transaction ARTV Common Stock Other $1.41M +139K $10.20* 139K Jul 22, 2024 See footnotes F2, F7, F8
transaction ARTV Common Stock Purchase $91.7M +7.65M +729.09% $12.00* 8.69M Jul 22, 2024 See footnotes F2, F3
transaction ARTV Common Stock Purchase $8.26M +688K +496.96% $12.00* 827K Jul 22, 2024 See footnotes F2, F8

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 ARTV Series A Preferred Stock Conversion of derivative security -564K -100% 0 Jul 22, 2024 Common Stock 564K See footnotes F1, F2, F3
transaction ARTV Series A Preferred Stock Conversion of derivative security -211K -100% 0 Jul 22, 2024 Common Stock 211K See footnotes F1, F2, F4
transaction ARTV Series A Preferred Stock Conversion of derivative security -68.3K -100% 0 Jul 22, 2024 Common Stock 68.3K See footnotes F1, F2, F5
transaction ARTV Series B Preferred Stock Conversion of derivative security -161K -100% 0 Jul 22, 2024 Common Stock 161K See footnotes F1, F2, F3
transaction ARTV Series B Preferred Stock Conversion of derivative security -53.7K -100% 0 Jul 22, 2024 Common Stock 53.7K See footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-one basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
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, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), 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. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3 Held directly by the Fund.
F4 Held directly by the Nexus Fund.
F5 Held directly by the Account.
F6 Represents the conversion of outstanding simple agreement for future equity in the amount of $3,296,448.20 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F7 Represents the conversion of outstanding simple agreement for future equity in the amount of $1,412,763.51 into shares of the Issuer's common stock upon closing of the Issuer's IPO at a 15% discount to the IPO price.
F8 Held directly by Nexus Fund III.

Remarks:

Laura Stoppel, a Principal of the Adviser, serves on the Issuer's board of directors