TPG GP A Form 3 Sionna Therapeutics / JAMES G COULTER 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^*

TPG GP A, LLC

(Last)

(First)

(Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2025

3. Issuer Name and Ticker or Trading Symbol
Sionna Therapeutics, Inc. [ SION ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	684,415	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series Seed Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	873,503	⁽⁴⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	$1,236,272	⁽⁴⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	$1,557,408	⁽⁴⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	$1,208,364	⁽⁴⁾	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last)

(First)

(Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last)

(First)

(Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.

2. TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC, which is the general partner of each of The Rise Fund Sling, L.P. and The Rise Fund Sling II, L.P. (together, the "TPG Funds").

3. The Rise Fund Sling, L.P. directly holds (i) 684,415 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), (ii) 1,276,276 shares of Series Seed Preferred Stock of the Issuer, (iii) 1,806,318 shares of Series A Preferred Stock of the Issuer and (iv) 2,275,528 shares of Series B Preferred Stock of the Issuer. The Rise Fund Sling II, L.P. directly holds 1,765,541 shares of Series C Preferred Stock (together with the Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock, "Preferred Stock") of the Issuer.

4. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock of the Issuer at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock, subject to adjustment.

5. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8. Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.

	/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7)	02/06/2025
	/s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)	02/06/2025
	/s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(8)	02/06/2025
	** Signature of Reporting Person	Date
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TPG GP A Form 3Sionna Therapeutics / JAMES G COULTER ownership change