Structure Therapeutics (GPCR) Form 4 Structure Therapeutics / Ramy Farid 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^*

Farid Ramy

(Last) (First) (Middle)

C/O STRUCTURE THERAPEUTICS INC.

611 GATEWAY BLVD., SUITE 223

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Structure Therapeutics Inc. [ GPCR ]

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)
02/07/2023

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
Ordinary Shares	02/07/2023		C		642,245	A	(1)	3,260,495	I	By Schrodinger, Inc.(2)

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 B Preferred Shares	(1)	02/07/2023		C			642,245	(1)	(1)	Ordinary Shares	642,245	(1)	0	I	By Schrodinger, Inc.(2)
American Depositary Shares	(3)	02/07/2023		P(4)		275,000		(3)	(3)	Ordinary Shares	825,000	$15	275,000	I	By Schrodinger, Inc.(2)

Explanation of Responses:

1. All outstanding Preferred Shares automatically converted into Ordinary Shares immediately upon the closing of the Issuer's initial public offering, for no additional consideration at a rate of one Ordinary Share for each one Preferred Share, based on the conversion price currently in effect. The Preferred Shares have no expiration date.

2. The Reporting Person is President, Chief Executive Officer and a member of the board of directors of Schrodinger, Inc. ("Schrodinger") and may be deemed to share voting and dispositive power over the shares held by Schrodinger. The Reporting Person disclaims beneficial ownership of the shares held by Schrodinger.

3. Each American Depositary Share is convertible at any time, at the holder's election, into three Ordinary Shares of the Issuer. The American Depositary Shares have no expiration date.

4. The American Depositary Shares were purchased in the Issuer's initial public offering.

Remarks:

	/s/ Jun Yoon, Attorney-in-Fact	02/09/2023
	** 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).
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