| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/08/2021 | 3. Issuer Name and Ticker or Trading Symbol Reneo Pharmaceuticals, Inc. [ RPHM ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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 | 1,034,600 | (1) | I | By RiverVest Venture Fund IV, L.P.(2) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 829,113 | (1) | I | By RiverVest Venture Fund IV, L.P.(2) |
| Stock option (right to buy) | 01/01/2018 | 04/04/2028 | Common Stock | 84,568 | 1.97 | D | |
| Stock option (right to buy) | 06/26/2019 | 06/25/2029 | Common Stock | 32,403 | 3.76 | D | |
| Explanation of Responses: |
| 1. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon the closing of the Issuer's initial public offering, for no additional consideration at a rate of 1 share of Common Stock for each 4.4748 shares of Preferred Stock, based on the conversion price currently in effect. The Preferred Stock has no expiration date. |
| 2. The shares held by RiverVest Venture Fund IV, L.P. ("RiverVest Fund IV") are indirectly held by RiverVest Venture Partners IV, L.P., its general partner ("RiverVest Partners IV"). RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV. The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and the Reporting Person. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers (including the Reporting Person) share voting and dispositive power with regard to the Company's securities directly held by RiverVest Fund IV. The Reporting Person disclaims beneficial ownership of all shares owned by RiverVest Fund IV, except to the extent of any pecuniary interest therein. |
| Remarks: |
| /s/ Vineet R. Jindal, Attorney-in-Fact | 04/08/2021 | |
| ** 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. | ||
