George Kemble Form 4 Sagimet Biosciences / George Kemble ownership change

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

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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^*

Kemble George

(Last) (First) (Middle)

SAGIMET BIOSCIENCES INC.

155 BOVET RD., SUITE 303

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2023

4. 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 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

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
Stock Option (Right to Buy)	$0.79	07/18/2023		D(1)			5,630	(2)	09/26/2023	Common Stock	5,630	$0	0	D
Stock Option (Right to Buy)	$0.79	07/18/2023		A(1)		5,630		(2)	09/26/2023	Series A Common Stock	5,630	$0	5,630	D
Stock Option (Right to Buy)	$11.13	07/18/2023		D(1)			3,179	(2)	03/12/2024	Common Stock	3,179	$0	0	D
Stock Option (Right to Buy)	$11.13	07/18/2023		A(1)		3,179		(2)	03/12/2024	Series A Common Stock	3,179	$0	3,179	D
Stock Option (Right to Buy)	$23.05	07/18/2023		D(1)			7,147	(2)	12/16/2024	Common Stock	7,147	$0	0	D
Stock Option (Right to Buy)	$23.05	07/18/2023		A(1)		7,147		(2)	12/16/2024	Series A Common Stock	7,147	$0	7,147	D
Stock Option (Right to Buy)	$19.87	07/18/2023		D(1)			26,352	(2)	10/12/2025	Common Stock	26,352	$0	0	D
Stock Option (Right to Buy)	$19.87	07/18/2023		A(1)		26,352		(2)	10/12/2025	Series A Common Stock	26,352	$0	26,352	D
Stock Option (Right to Buy)	$6.36	07/18/2023		D(1)			367,824	(2)	04/27/2029	Common Stock	367,824	$0	0	D
Stock Option (Right to Buy)	$6.36	07/18/2023		A(1)		367,824		(2)	04/27/2029	Series A Common Stock	367,824	$0	367,824	D
Stock Option (Right to Buy)	$6.36	07/18/2023		D(1)			46,432	(2)	04/27/2029	Common Stock	46,432	$0	0	D
Stock Option (Right to Buy)	$6.36	07/18/2023		A(1)		46,432		(2)	04/27/2029	Series A Common Stock	46,432	$0	46,432	D
Stock Option (Right to Buy)	$6.36	07/18/2023		D(1)			526,332	(3)	01/26/2031	Common Stock	526,332	$0	0	D
Stock Option (Right to Buy)	$6.36	07/18/2023		A(1)		526,332		(3)	01/26/2031	Series A Common Stock	526,332	$0	526,332	D
Stock Option (Right to Buy)	$7.15	07/18/2023		D(1)			21,173	(4)	10/16/2032	Common Stock	21,173	$0	0	D
Stock Option (Right to Buy)	$7.15	07/18/2023		A(1)		21,173		(4)	10/16/2032	Series A Common Stock	21,173	$0	21,173	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.

2. This option is fully vested and exercisable as of the date hereof.

3. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following January 27, 2021, subject to the Reporting Person's continued service on each such vesting date.

4. 25% of the shares underlying this option shall vest and become exercisable on October 17, 2023, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

	/s/ Dennis Hom, Attorney-in-Fact	07/20/2023
	** Signature of Reporting Person	Date
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