Andrew James King - Apr 28, 2025 Form 3 Insider Report for Jade Biosciences, Inc. (JBIO)

Signature
/s/ Elizabeth Balta, as attorney-in-fact for Andrew James King
Stock symbol
JBIO
Transactions as of
Apr 28, 2025
Transactions value $
$0
Form type
3
Date filed
5/1/2025, 05:27 PM
Previous filing
Aug 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding JBIO Common Stock 345K Apr 28, 2025 Direct F1, F2, F3

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 JBIO Stock Option (Right to Buy) Apr 28, 2025 Common Stock 27.6K $0.50 Direct F4
holding JBIO Stock Option (Right to Buy) Apr 28, 2025 Common Stock 185K $2.32 Direct F5
holding JBIO Stock Option (Right to Buy) Apr 28, 2025 Common Stock 239K $6.03 Direct F6
holding JBIO Stock Option (Right to Buy) Apr 28, 2025 Common Stock 553K $6.03 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Effective as of April 28, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of Aerovate Therapeutics, Inc. ("Aerovate") merged with and into Jade Biosciences, Inc. ("Jade") with Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger, (ii) immediately thereafter, Jade merged with and into a second wholly-owned subsidiary of Aerovate ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger and (iii) immediately thereafter, Second Merger Sub merged with and into Aerovate, with Aerovate being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, Aerovate changed its name to "Jade Biosciences, Inc." (hereinafter, the "Issuer").
F2 Represents the number of shares of restricted common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of restricted common stock of Jade held by the Reporting Person prior to the Merger. Each share of restricted common stock of Jade held at the Effective Time was exchanged for 0.6311 shares of the Issuer's restricted common stock.
F3 Consists of 344,863 shares of restricted common stock, one quarter of which will vest on August 1, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F4 This option represents a right to purchase 27,589 shares of the Issuer's common stock, which vests in 48 equal monthly installments through September 30, 2028, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F5 This option represents a right to purchase 185,398 shares of the Issuer's common stock, one quarter of which will vest on August 1, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F6 This option represents a right to purchase 238,894 shares of the Issuer's common stock, which vests in 48 equal monthly installments through January 29, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F7 This option represents a right to purchase 552,709 shares of the Issuer's common stock, one quarter of which will vest on January 29, 2026, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney Chief Scientific Officer & Head of Research and Development