Ra Capital Management, L.P. - Jun 4, 2025 Form 4 Insider Report for PepGen Inc. (PEPG)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
PEPG
Transactions as of
Jun 4, 2025
Transactions value $
$0
Form type
4
Date filed
6/6/2025, 08:43 AM
Previous filing
Jun 2, 2025
Next filing
Jun 9, 2025
SEC
View on sec.gov

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. 2025-06-06 0001346824
RA Capital Healthcare Fund LP Director, 10%+ Owner 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2025-06-06 0001315082
RA Capital Nexus Fund II, L.P. Director 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. 2025-06-06 0001825376
Kolchinsky Peter Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, individually 2025-06-06 0001384859
Shah Rajeev M. Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Rajeev Shah, individually 2025-06-06 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 PEPG Stock Option (Right to Buy) Award $0 +16K $0.00 16K Jun 4, 2025 Common Stock 16K $1.51 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option shall vest in full upon the earlier of (i) June 4, 2026 or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Dr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), 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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, 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.
F3 Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

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