Ra Capital Management, L.P. - Feb 6, 2025 Form 3 Insider Report for Sionna Therapeutics, Inc. (SION)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
SION
Transactions as of
Feb 6, 2025
Transactions value $
$0
Form type
3
Date filed
2/6/2025, 09:07 PM
Previous filing
Feb 5, 2025
Next filing
Feb 10, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SION Common Stock 879K Feb 6, 2025 See footnotes F1, F2
holding SION Common Stock 342K Feb 6, 2025 See footnotes F2, F3
holding SION Common Stock 148K Feb 6, 2025 See footnotes F2, 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
holding SION Series Seed Preferred Stock Feb 6, 2025 Common Stock 561K See footnotes F1, F2, F5
holding SION Series Seed Preferred Stock Feb 6, 2025 Common Stock 218K See footnotes F2, F3, F5
holding SION Series Seed Preferred Stock Feb 6, 2025 Common Stock 94.5K See footnotes F2, F4, F5
holding SION Series A Preferred Stock Feb 6, 2025 Common Stock 842K See footnotes F1, F2, F5
holding SION Series A Preferred Stock Feb 6, 2025 Common Stock 309K See footnotes F2, F3, F5
holding SION Series A Preferred Stock Feb 6, 2025 Common Stock 85.5K See footnotes F2, F4, F5
holding SION Series B Preferred Stock Feb 6, 2025 Common Stock 632K See footnotes F1, F2, F5
holding SION Series B Preferred Stock Feb 6, 2025 Common Stock 1.48M See footnotes F2, F5, F6
holding SION Series C Preferred Stock Feb 6, 2025 Common Stock 2.99M See footnotes F1, F2, F5
holding SION Series C Preferred Stock Feb 6, 2025 Common Stock 747K See footnotes F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). 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. The Adviser, the Adviser GP, the Fund, he Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F3 Held directly by the Nexus Fund.
F4 Held directly by the Account.
F5 Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stoc, and Series C Preferred Stock (collectively the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.4611 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering, the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.
F6 Held directly by Nexus Fund III.

Remarks:

Joshua Resnick, a Partner of the Adviser, serves on the Issuer's board of directors.