Peter A. Thompson - Feb 10, 2025 Form 4 Insider Report for Sionna Therapeutics, Inc. (SION)

Role
Director
Signature
/s/ Jennifer Fitzpatrick, Attorney-in-Fact
Stock symbol
SION
Transactions as of
Feb 10, 2025
Transactions value $
$9,900,000
Form type
4
Date filed
2/10/2025, 04:05 PM
Previous filing
Feb 6, 2025
Next filing
Apr 4, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SION Common Stock Conversion of derivative security +3.15M 3.15M Feb 10, 2025 By OrbiMed Private Investments VIII, LP F1, F2, F3
transaction SION Common Stock Purchase $9.9M +550K +17.43% $18.00 3.7M Feb 10, 2025 By OrbiMed Private Investments VIII, LP F2, F3, F4

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 SION Series B convertible preferred stock Conversion of derivative security $0 -2.56M -100% $0.00 0 Feb 10, 2025 Common Stock 1.75M By OrbiMed Private Investments VIII, LP F1, F2, F3
transaction SION Series C convertible preferred stock Conversion of derivative security $0 -2.05M -100% $0.00 0 Feb 10, 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") automatically converted into shares of the Issuer's Common Stock on a one-for-1.4611 basis upon the closing of the Issuer's initial public offering on February 10, 2025. The Preferred Stock had 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 ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed 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. OrbiMed 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.
F3 Each of OrbiMed 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.
F4 Reflects shares purchased in the Issuer's initial public offering.