Climb Bio (CLYM) Form 3 Eliem Therapeutics / Judith Dunn ownership change

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^*

Dunn Judith

(Last) (First) (Middle)

C/O ELIEM THERAPEUTICS, INC.

23515 NE NOVELTY HILL RD, STE. B221 #125

(Street)

REDMOND WA 98053

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2021

3. Issuer Name and Ticker or Trading Symbol
Eliem Therapeutics, Inc. [ ELYM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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
Stock Option (Right to Buy)	(1)	03/05/2031	Common Stock	39,198	1.32	D
Stock Option (Right to Buy)	(2)	04/26/2031	Common Stock	15,383	6.1	D

Explanation of Responses:

1. The shares subject to this option shall vest at a rate of 12/48ths of the total number of shares on the one-year anniversary of March 1, 2021 (the "March 2021 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the March 2021 Vesting Commencement Date thereafter (or if there is no corresponding day, on the last day of the month) for so long as the Reporting Person remains an officer, director, employee, consultant and/or advisor of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the March 2021 Vesting Commencement Date.

2. The shares subject to this option shall vest at a rate of 12/48ths of the total number of shares on the one-year anniversary of April 27, 2021 (the "April 2021 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2021 Vesting Commencement Date thereafter (or if there is no corresponding day, on the last day of the month) for so long as the Reporting Person remains an officer, director, employee, consultant and/or advisor of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the April 2021 Vesting Commencement Date.

Remarks:

	/s/ Alan Hambelton, Attorney-in-Fact	08/09/2021
	** 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.