Peter A. Thompson - Feb 6, 2025 Form 3 Insider Report for Sionna Therapeutics, Inc. (SION)

Role
Director
Signature
/s/ Jennifer Fitzpatrick, Attorney-in-Fact
Stock symbol
SION
Transactions as of
Feb 6, 2025
Transactions value $
$0
Form type
3
Date filed
2/6/2025, 09:06 PM
Previous filing
Aug 28, 2024
Next filing
Feb 10, 2025

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
holding SION Series B convertible preferred stock Feb 6, 2025 Common Stock 1.75M By OrbiMed Private Investments VIII, LP F1, F2, F3
holding SION Series C convertible preferred stock Feb 6, 2025 Common Stock 1.4M By OrbiMed Private Investments VIII, LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series B convertible preferred stock and Series C convertible preferred stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-1.4611 basis at the option of the holder, and will convert automatically upon the closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date.
F2 The securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed to have beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII. The Reporting Person is an employee of Advisors.
F3 Each of Advisors, GP VIII and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney