Charles J. Homcy - Feb 3, 2025 Form 4 Insider Report for Maze Therapeutics, Inc. (MAZE)

Role
Director
Signature
/s/ Courtney Phillips, as attorney-in-fact
Stock symbol
MAZE
Transactions as of
Feb 3, 2025
Transactions value $
-$75,000
Form type
4
Date filed
2/4/2025, 04:35 PM
Previous filing
Jan 30, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MAZE Common Stock Conversion of derivative security +8.81K +30.88% 37.3K Feb 3, 2025 Direct F1
transaction MAZE Common Stock Conversion of derivative security +20.7K +55.5% 58K Feb 3, 2025 Direct F2
transaction MAZE Common Stock Conversion of derivative security +7.42K 7.42K Feb 3, 2025 By Trust 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 MAZE Series B Preferred Stock Conversion of derivative security -72.7K -100% 0 Feb 3, 2025 Common Stock 8.81K Direct F1
transaction MAZE Series C Preferred Stock Conversion of derivative security -169K -100% 0 Feb 3, 2025 Common Stock 20.7K Direct F2
transaction MAZE Series D-1 Preferred Stock Conversion of derivative security -71.6K -100% 0 Feb 3, 2025 Common Stock 7.42K By Trust F3, F4
transaction MAZE Series D-1 Preferred Stock Conversion of derivative security +71.6K 7.42K Nov 26, 2024 Common Stock 7.42K By Trust F4, F5, F6
transaction MAZE 8% Convertible Note due 2026 Conversion of derivative security -$75K $0 Nov 26, 2024 Series D-1 Preferred Stock 71.6K $1.10 By Trust F4, F6, F7, F8
transaction MAZE Stock Option (Right to Buy) Award $0 +80.4K $0.00 80.4K Dec 9, 2024 Common Stock 80.4K $10.42 Direct F6, F9
transaction MAZE Stock Option (Right to Buy) Disposed to Issuer -80.4K -100% 0 Dec 9, 2024 Common Stock 80.4K $11.19 Direct F6, F9, F10
transaction MAZE Stock Option (Right to Buy) Award $0 +5.7K $0.00 5.7K Dec 9, 2024 Common Stock 5.7K $10.42 Direct F6, F11
transaction MAZE Stock Option (Right to Buy) Disposed to Issuer -5.7K -100% 0 Dec 9, 2024 Common Stock 5.7K $17.74 Direct F6, F10, F11
transaction MAZE Stock Option (Right to Buy) Award $0 +46.7K $0.00 46.7K Dec 9, 2024 Common Stock 46.7K $10.42 Direct F6, F12
transaction MAZE Stock Option (Right to Buy) Disposed to Issuer -46.7K -100% 0 Dec 9, 2024 Common Stock 46.7K $14.08 Direct F6, F10, F12
transaction MAZE Stock Option (Right to Buy) Award $0 +45.6K $0.00 45.6K Dec 9, 2024 Common Stock 45.6K $10.42 Direct F6, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1211056427. The securities have no expiration date.
F2 Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series C Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1222996332. The securities have no expiration date.
F3 Pursuant to the Issuer's Restated Certificate of Incorporation, upon closing of the Issuer's initial public offering of its Common Stock, each share of Series D-1 Convertible Preferred Stock automatically converted into shares of Common Stock at a ratio of 1-for-0.1037236801. The securities have no expiration date.
F4 These securities are directly held by the Charles J. Homcy Revocable Trust UA 11/4/1998 (the "Trust"), of which the reporting person is the trustee.
F5 Shares of the Issuer's Series D-1 Preferred Stock were originally issued with a conversion price of $1.10336. As reported above, pursuant to the Issuer's Restated Certificate of Incorporation, and by virtue of the Issuer's previous 1:9.641 reverse stock split effected on January 24, 2025, upon completion of the Issuer's initial public offering of its Common Stock, shares of Series D-1 Preferred Stock were converted into shares of Common Stock at a post-reverse split adjusted ratio of 1-for-0.1037236801. While they were outstanding, shares of the Issuer's Series D-1 Preferred Stock were convertible at the election of the holder at any time and the securities had no expiration date.
F6 This transaction is an exempt transaction with the Issuer which occurred prior to the Issuer registering a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It is reported herein as a transaction pursuant to Rule 16a-2(a). All numbers of shares and applicable security prices have been adjusted to reflect a 1:9.641 reverse stock split of the Issuer's Common Stock effected on January 24, 2025 and, where applicable, the conversion of the Issuer's series of Preferred Stock to Common Stock upon completion of its initial public offering.
F7 Pursuant to the terms of the Convertible Note (defined below), the conversion price for the principal balance of the Convertible Note and all accrued and unpaid interest thereon was the lesser of: (i) the share price paid for the issuance of the Issuer's Series C Preferred Stock and (ii) the offering price for the Issuer's next private placement or its initial public offering, in each case subject to a 20% discount. Accordingly, the Convertible Note was converted into shares of the Issuer's Series D-1 Preferred Stock at a price per share that amounted to 80% of the price at which shares of the Issuer's Series D Preferred Stock were issued.
F8 On November 26, 2024 (the "Conversion Date"), the Trust surrendered to the Issuer a convertible note originally issued on March 29, 2024 in the principal amount of $75,000.00 (the "Convertible Note"), in exchange for 71,564 shares of the Issuer's Series D-1 Preferred Stock, in satisfaction of the aggregate principal owed thereunder, together with accrued and unpaid interest thereon. The terms of the Convertible Note provided for its automatic conversion upon the earlier of the completion of the Issuer's next private placement financing or its initial public offering, and the Convertible Note was subject to a final maturity date of December 15, 2026. Accordingly, the Convertible Note was converted upon the closing of the Issuer's Series D Preferred Stock financing into shares of the Issuer's Series D-1 Preferred Stock at a conversion price of $1.10336.
F9 Pursuant to the terms of the reporting person's award agreement with the Issuer, the award became fully vested on February 1, 2024.
F10 This option, which was first granted to the reporting person prior to the Issuer registering a class of equity securities under Section 12 of the Exchange Act, was canceled and exchanged for a new option having a lower exercise price in connection with an option repricing approved by the Issuer's Board of Directors on December 9, 2024. All terms of the option remained unchanged other than the exercise price.
F11 The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on April 1, 2023, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
F12 The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on April 1, 2024, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.
F13 The option vested or vests as to 1/36th of the total award monthly, with the first tranche vesting on January 1, 2025, and each subsequent tranche vesting on the monthly anniversary thereof, subject to the reporting person's continued service to the Issuer on each vesting date.