Ra Capital Management, L.P. - Jun 17, 2025 Form 4 Insider Report for Septerna, Inc. (SEPN)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
SEPN
Transactions as of
Jun 17, 2025
Transactions value $
$0
Form type
4
Date filed
6/20/2025, 06:46 PM
Previous filing
Jun 17, 2025
Next filing
Jun 18, 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. 2025-06-20 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. 2025-06-20 0001315082
RA Capital Nexus Fund III, L.P. Director 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 2025-06-20 0001883840
Kolchinsky Peter Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Peter Kolchinsky, individually 2025-06-20 0001384859
Shah Rajeev M. Director, 10%+ Owner C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR, BOSTON /s/ Rajeev Shah, individually 2025-06-20 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 SEPN Stock Option (Right to Buy) Award $0 +16.6K $0.00 16.6K Jun 17, 2025 Common Stock 16.6K $10.24 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 Represents the grant of a stock option to Jake Simson pursuant to the Issuer's Non-Employee Director Compensation Policy. The shares subject to the option shall vest on the earlier of (i) June 17, 2026 or (ii) the Issuer's next annual meeting of stockholders, subject to Dr. Simson's continued service to the Issuer through such vesting date.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). 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 III, 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 Jake Simson is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson 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 and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.