Joshua Pinto - Feb 13, 2025 Form 4 Insider Report for Neumora Therapeutics, Inc. (NMRA)

Role
President
Signature
/s/ Michael Milligan, as Attorney-in-Fact for Joshua Pinto
Stock symbol
NMRA
Transactions as of
Feb 13, 2025
Transactions value $
$0
Form type
4
Date filed
2/18/2025, 04:30 PM
Previous filing
Jan 30, 2025
Next filing
Feb 20, 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
transaction NMRA Stock Option (Right to Buy) Award $0 +3M $0.00 3M Feb 13, 2025 Common Stock 3M $1.69 Direct F1
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -223K -100% 0 Feb 13, 2025 Common Stock 223K $2.51 Direct F2, F3
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -271K -100% 0 Feb 13, 2025 Common Stock 271K $2.51 Direct F3, F4
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -223K -100% 0 Feb 13, 2025 Common Stock 223K $2.51 Direct F3, F5
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -720K -100% 0 Feb 13, 2025 Common Stock 720K $4.63 Direct F3, F6
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -127K -100% 0 Feb 13, 2025 Common Stock 127K $6.36 Direct F3, F7
transaction NMRA Stock Option (Right to Buy) Disposed to Issuer -170K -100% 0 Feb 13, 2025 Common Stock 170K $18.07 Direct F3, F8
transaction NMRA Stock Option (Right to Buy) Award +223K 223K Feb 13, 2025 Common Stock 223K $1.69 Direct F2, F3, F9
transaction NMRA Stock Option (Right to Buy) Award +271K 271K Feb 13, 2025 Common Stock 271K $1.69 Direct F3, F4, F9
transaction NMRA Stock Option (Right to Buy) Award +223K 223K Feb 13, 2025 Common Stock 223K $1.69 Direct F3, F5, F9
transaction NMRA Stock Option (Right to Buy) Award +720K 720K Feb 13, 2025 Common Stock 720K $1.69 Direct F3, F6, F9
transaction NMRA Stock Option (Right to Buy) Award +127K 127K Feb 13, 2025 Common Stock 127K $1.69 Direct F3, F7, F9
transaction NMRA Stock Option (Right to Buy) Award +170K 170K Feb 13, 2025 Common Stock 170K $1.69 Direct F3, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 25% of the shares subject to the option vest on the first anniversary measured from February 13, 2025 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F2 1/36th of the shares subject to the option vest on each monthly anniversary measured from June 30, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.
F3 On February 13, 2025, the Board approved the repricing of the option. As further described in footnote 9, all other terms of the option remain unchanged.
F4 The option is early exercisable. 1/36th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date.
F5 The performance-based stock option becomes exercisable in two tranches upon the achievement of specified stock price milestones. Each tranche shall vest in 24 equal monthly installments measured from the stock price achievement date.
F6 25% of the shares subject to the option vest on the first anniversary measured from February 1, 2022 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F7 25% of the shares subject to the option vest on the first anniversary measured from June 30, 2023 (the "Vesting Commencement Date'), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F8 25% of the shares subject to the option vest on the first anniversary measured from February 14, 2024 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F9 Effective February 13, 2025, subject to and contingent on the approval by the Issuer's stockholders, the Board approved an option repricing with an exercise price of $1.69 per share (the "Repricing") of the outstanding stock options held by members of the Board, certain employees and other service providers, provided that if the requisite approval of the Issuer's stockholders is not obtained, the Repricing will be void and the terms of each repriced option shall continue to be subject to its original terms and conditions, including, without limitation, the per share exercise price. The Repricing is subject to the Reporting Person remaining in service to the Issuer through August 13, 2026.