(a) Amount beneficially owned:
The Family Trust beneficially owns 490,206 shares of Common Stock of the Issuer, which consists of (i) 484,168 shares of Common Stock and (ii) warrants to purchase 6,038 shares of Common Stock that are currently exercisable. The Exempt Trust beneficially owns 230,170 shares of Common Stock of the Issuer. The Non-Exempt Trust beneficially owns 241,257 shares of Common Stock of the Issuer. The MA Only Trust beneficially owns 228,966 shares of Common Stock of the Issuer.
On December 22, 2020, the Issuer (formerly known as Proteostasis Therapeutics, Inc.) completed its previously announced merger with Yumanity, Inc. (formerly known as Yumanity Therapeutics, Inc.), by means of a merger of Pangolin Merger Sub, Inc., a wholly-owned subsidiary of the Issuer with and into Yumanity, Inc., with Yumanity, Inc. surviving such merger as a wholly-owned subsidiary of the Issuer (the “Merger”). In connection with the Merger, and immediately prior to the effective time of the Merger, the Issuer effected a reverse stock split of the Common Stock at a ratio of 1-for-20. Also in connection with the Merger, the Issuer changed its name from “Proteostasis Therapeutics, Inc.” to “Yumanity Therapeutics, Inc.” As former shareholders of Yumanity, Inc., the Family Trust, Exempt Trust, Non-Exempt Trust and the MA Only Trust each acquired beneficial ownership of the Common Stock reported herein as a result of the consummation of the Merger.
(b) Percent of Class:
The Family Trust, Exempt Trust, Non-Exempt Trust and the MA Only Trust beneficially own 4.9%, 2.3%, 2.4% and 2.3%, respectively, of the Issuer’s outstanding Common Stock, based upon 10,094,783 shares of Common Stock issued and outstanding as of December 22, 2020, as reported by the Issuer in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2020.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: The Family Trust has sole power to vote or to direct the vote of 490,206 shares of Common Stock of the Issuer. The Exempt Trust has sole power to vote or to direct the vote of 230,170 shares of Common Stock of the Issuer. The Non-Exempt Trust has sole power to vote or to direct the vote of 241,257 shares of Common Stock of the Issuer. The MA Only Trust has sole power to vote or to direct the vote of 228,966 shares of Common Stock of the Issuer.
(ii) Shared power to vote or to direct the vote: Not applicable as to each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: The Family Trust has sole power to dispose or to direct the disposition of 490,206 shares of Common Stock of the Issuer. The Exempt Trust has sole power to dispose or to direct the disposition of 230,170 shares of Common Stock of the Issuer. The Non-Exempt Trust has sole power to dispose or to direct the disposition of 241,257 shares of Common Stock of the Issuer. The MA Only Trust has sole power to dispose or to direct the disposition of 228,966 shares of Common Stock of the Issuer.
(iv) Shared power to dispose or to direct the disposition of: Not applicable as to each Reporting Person.
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ .
The Reporting Persons may be deemed to be in a “group” as that term is used in Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons expressly disclaims such group status.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.