Statement of Changes in Beneficial Ownership (4)
November 15 2019 - 2:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Topspin Fund L.P. |
2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc.
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RAPT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
THREE EXPRESSWAY PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/4/2019 |
(Street)
ROSLYN HEIGHTS, NY 11577
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/4/2019 | | P | | 415000 | A | $12.00 | 2575371 (1)(3)(4) | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series B Preferred Stock | (2) | 11/4/2019 | | C | | | 1641666 | 11/4/2019 | (2) | Common Stock | 1641666 | (2) | 0 | I | See footnotes 2, 3 and 4 |
Series C Preferred Stock | (2) | 11/4/2019 | | C | | | 363504 | 11/4/2019 | (2) | Common Stock | 363504 | (2) | 0 | D | |
Series C-2 Preferred Stock | (2) | 11/4/2019 | | C | | | 155201 | 11/4/2019 | (2) | Common Stock | 155201 | (2) | 0 | D | |
Explanation of Responses: |
(1) | Consists of (1) 1,641,666 shares held of record by Topspin Biotech Fund II, LP; and (ii) 933,705 shares held of record by Topspin Fund, LP. Each of Topspin Biotech Fund II, LP and Topspin Fund, LP disclaims beneficial ownership of the shares held of record by the other. |
(2) | Each share of Series B, C and C-2 Preferred Stock shown in Column 5 converted into one share of Common Stock automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Giving effect to such conversion, the ownership by the reporting persons of the shares of the Issuer's common stock is as set forth in Note 1 above. |
(3) | 1,641,666 of such shares are held directly by Topspin Biotech Fund II, L.P. LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares. |
(4) | 933,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Topspin Fund L.P. THREE EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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Topspin Biotech Fund II, L.P. 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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LG Management, LLC 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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GUTHART LEO 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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Signatures
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TOPSPIN FUND L.P., /s/ Leo A. Guthart, Managing Member of the General Partner | | 11/15/2019 |
**Signature of Reporting Person | Date |
TOPSPIN BIOTECH FUND II, L.P., /s/ Leo A. Guthart, Managing Member of the General Partner | | 11/15/2019 |
**Signature of Reporting Person | Date |
LG MANAGEMENT, LLC, /s/ Leo A. Guthart, Managing Member | | 11/15/2019 |
**Signature of Reporting Person | Date |
/s/ Leo A. Guthart | | 11/15/2019 |
**Signature of Reporting Person | Date |
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