Lawrence Otto Klein - Apr 28, 2025 Form 3 Insider Report for Jade Biosciences, Inc. (JBIO)

Role
Director
Signature
/s/ Elizabeth Balta, as attorney-in-fact for Lawrence Otto Klein
Stock symbol
JBIO
Transactions as of
Apr 28, 2025
Transactions value $
$0
Form type
3
Date filed
5/1/2025, 05:44 PM
Previous filing
Jan 24, 2025
Next filing
May 1, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding JBIO Common Stock 86.2K 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 48.7K $6.03 Direct F4
* 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 86,215 shares of restricted common stock, one quarter of which will vest on July 23, 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 48,720 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