SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Contineum Therapeutics, Inc. [ CTNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 04/09/2024 | C | 391,785 | A | (1) | 391,785 | I | See footnote(2) | ||
Class A Common Stock | 04/09/2024 | C | 2,531 | A | (1) | 2,531 | I | See footnote(3) | ||
Class A Common Stock | 04/09/2024 | C | 148,312 | A | (1) | 148,312 | I | See footnote(4) | ||
Class A Common Stock | 375,535 | D(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 04/09/2024 | C | 298,975 | (1) | (1) | Class A Common Stock | 298,975 | (1) | 0 | I | See footnote(2) | |||
Series A Preferred Stock | (1) | 04/09/2024 | C | 1,931 | (1) | (1) | Class A Common Stock | 1,931 | (1) | 0 | I | See footnote(3) | |||
Series B Preferred Stock | (1) | 04/09/2024 | C | 70,498 | (1) | (1) | Class A Common Stock | 70,498 | (1) | 0 | I | See footnote(2) | |||
Series B Preferred Stock | (1) | 04/09/2024 | C | 455 | (1) | (1) | Class A Common Stock | 455 | (1) | 0 | I | See footnote(3) | |||
Series B Preferred Stock | (1) | 04/09/2024 | C | 90,747 | (1) | (1) | Class A Common Stock | 90,747 | (1) | 0 | I | See footnote(4) | |||
Series C Preferred Stock | (1) | 04/09/2024 | C | 22,312 | (1) | (1) | Class A Common Stock | 22,312 | (1) | 0 | I | See footnote(2) | |||
Series C Preferred Stock | (1) | 04/09/2024 | C | 145 | (1) | (1) | Class A Common Stock | 145 | (1) | 0 | I | See footnote(3) | |||
Series C Preferred Stock | (1) | 04/09/2024 | C | 57,565 | (1) | (1) | Class A Common Stock | 57,565 | (1) | 0 | I | See footnote(4) | |||
Series A Preferred Stock | (6)(7) | 04/09/2024 | C | 1,476,446 | (6)(7) | (6)(7) | Class B Common Stock | 1,476,446 | (6)(7) | 1,476,446 | I | See footnote(2) | |||
Series A Preferred Stock | (6)(7) | 04/09/2024 | C | 9,252 | (6)(7) | (6)(7) | Class B Common Stock | 9,252 | (6)(7) | 9,252 | I | See footnote(3) | |||
Series A-1 Preferred Stock | (6)(7) | 04/09/2024 | C | 1,423,119 | (6)(7) | (6)(7) | Class B Common Stock | 1,423,119 | (6)(7) | 1,423,119 | D(5) | ||||
Series B Preferred Stock | (6)(7) | 04/09/2024 | C | 348,143 | (6)(7) | (6)(7) | Class B Common Stock | 348,143 | (6)(7) | 1,824,589 | I | See footnote(2) | |||
Series B Preferred Stock | (6)(7) | 04/09/2024 | C | 2,182 | (6)(7) | (6)(7) | Class B Common Stock | 2,182 | (6)(7) | 11,434 | I | See footnote(3) | |||
Series B Preferred Stock | (6)(7) | 04/09/2024 | C | 434,725 | (6)(7) | (6)(7) | Class B Common Stock | 434,725 | (6)(7) | 434,725 | I | See footnote(4) | |||
Series B Preferred Stock | (6)(7) | 04/09/2024 | C | 317,988 | (6)(7) | (6)(7) | Class B Common Stock | 317,988 | (6)(7) | 1,741,107 | D(5) | ||||
Series C Preferred Stock | (6)(7) | 04/09/2024 | C | 110,187 | (6)(7) | (6)(7) | Class B Common Stock | 110,187 | (6)(7) | 1,934,776 | I | See footnote(2) | |||
Series C Preferred Stock | (6)(7) | 04/09/2024 | C | 689 | (6)(7) | (6)(7) | Class B Common Stock | 689 | (6)(7) | 12,123 | I | See footnote(3) | |||
Series C Preferred Stock | (6)(7) | 04/09/2024 | C | 275,769 | (6)(7) | (6)(7) | Class B Common Stock | 275,769 | (6)(7) | 710,494 | I | See footnote(4) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Upon the closing of the Issuer's initial public offering (the "IPO"), such shares of the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock (collectively, the "Preferred Stock") converted automatically into shares of the Issuer's Class A common stock (the "Class A Common Stock"), on a one-for-one basis for no additional consideration. The Preferred Stock had no expiration date. |
2. The shares are held directly by Versant Venture Capital IV, L.P. ("VVC IV"). Versant Ventures IV, LLC ("VV IV GP") is the general partner of VVC IV and disclaims beneficial ownership of the shares held by VVC IV, except to the extent of its pecuniary interest therein. |
3. The shares are held directly by Versant Side Fund IV, L.P. ("VSF IV"). VV IV GP is the general partner of VSF IV and disclaims beneficial ownership of the shares held by VSF IV, except to the extent of its pecuniary interest therein. |
4. The shares are held directly by Versant Vantage I, L.P. ("VV I"). Versant Vantage I GP, L.P. ("VV I GP") is the general partner of VV I, and Versant Vantage I GP-GP, LLC ("VV I GP-GP") is the general partner of VV I GP. Each of VV I GP-GP and VV I GP disclaims beneficial ownership of the shares held by VV I, except to the extent of their respective pecuniary interests therein. |
5. The shares are held directly by Versant Venture Capital VI, L.P. ("VVC VI"). Versant Ventures VI GP, L.P. ("VV VI GP") is the general partner of VVC VI, and Versant Ventures VI GP-GP, LLC ("VV VI GP-GP") is the general partner of VV VI GP. Each of VV VI GP-GP and VV VI GP disclaims beneficial ownership of the shares held by VVC VI, except to the extent of their respective pecuniary interests therein. |
6. In connection with the closing of the IPO, the Reporting Persons elected to have such shares of Preferred Stock convert into shares of the Issuer's Class B common stock (the "Class B Common Stock"), on a one-for-one basis for no additional consideration. The Preferred Stock had no expiration date. |
7. Each share of the Issuer's Class B Common Stock is convertible into one share of Class A Common Stock at the holder's election, provided that as a result of such conversion, such holder, together with its affiliates, will not beneficially own in excess of 4.99% of the Issuer's Class A Common Stock immediately prior to and following such conversion. However, this ownership limitation may be increased or decreased to any other percentage designated by such holder of Class B Common Stock upon 61 days' notice to the Issuer. |
Remarks: |
Versant Vantage I, L.P. By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage I GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Vantage I GP, L.P., By: Versant Vantage I GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Vantage I GP-GP, LLC, By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Ventures VI GP, L.P., By: Versant Ventures VI GP-GP, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Ventures VI GP-GP, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Venture Capital IV, L.P. By: Versant Ventures IV, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Side Fund IV, L.P., By: Versant Ventures IV, LLC Its: General Partner By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
Versant Ventures IV, LLC By: /s/ Max Eisenberg Its: Chief Operating Officer | 04/11/2024 | |
** 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 4 (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. |