SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/06/2024 |
3. Issuer Name and Ticker or Trading Symbol
Rapport Therapeutics, Inc. [ RAPP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 2,336,000 | (1) | I | By ARCH Venture Fund XII, L.P.(2) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,392,738 | (1) | I | By ARCH Venture Fund XII, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a one-for-8.5648 basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3 without payment of consideration. The Preferred Stock has no expiration date. |
2. Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any. |
ARCH Venture Fund XII, L.P. By: ARCH Venture Partners XII, L.P., its General Partner By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/06/2024 | |
ARCH Venture Partners XII, L.P. By: ARCH Venture Partners XII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/06/2024 | |
ARCH Venture Partners XII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact | 06/06/2024 | |
/s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact | 06/06/2024 | |
/s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact | 06/06/2024 | |
/s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact | 06/06/2024 | |
/s/ Robert Nelsen, By: Mark McDonnell, attorney-in-fact | 06/06/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |