Ra Capital Management, L.P. - Sep 18, 2025 Form 4 Insider Report for Vor Biopharma Inc. (VOR)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
VOR
Transactions as of
Sep 18, 2025
Transactions value $
$50,000,000
Form type
4
Date filed
9/22/2025, 04:56 PM
Previous filing
Sep 10, 2025
Next filing
Sep 30, 2025

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
RA CAPITAL MANAGEMENT, L.P. Director, 10%+ Owner 200 BERKELEY STREET 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2025-09-22 0001346824
RA Capital Healthcare Fund LP Director, 10%+ Owner 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Healthcare GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2025-09-22 0001315082
RA Capital Nexus Fund, L.P. Director 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P. 2025-09-22 0001780117
Kolchinsky Peter Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, individually 2025-09-22 0001384859
Shah Rajeev M. Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Rajeev Shah, individually 2025-09-22 0001619841

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 VOR Pre-Funded Warrant (Right to Buy) Award $50M +10M $5.00 10M Sep 18, 2025 Common Stock 10M $0.00 See Footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Pre-Funded Warrants were originally acquired on June 27, 2025. Upon issuance, the Pre-Funded Warrants were not exercisable for common stock until the Issuer's stockholders approved the issuance of the common stock issuable upon exercise of the Pre-Funded Warrants and the effectiveness of an amendment to the Issuer's certificate of incorporation (the "Exercisability Condition"). Because of the Exercisability Condition, the Pre-Funded Warrants were not considered derivative securities and were, therefore, not reportable under Section 16 of the Securities Exchange Act, until such condition was satisfied. The Exercisability Condition was satisfied on September 18, 2025.
F2 Upon satisfaction of the Exercisability Condition, the Pre-Funded Warrants became exercisable for common stock at any time at the option of the holder. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that such exercise would cause the aggregate number of shares of common stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of common stock of the Issuer following such exercise.
F3 The Pre-Funded Warrants have no expiration date.
F4 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
F5 Held directly by the Fund.

Remarks:

Ms. Sarah Reed, General Counsel of the Adviser, serves on the Issuer's board of directors.