Sionna Therapeutics (SION) Form 4 Sionna Therapeutics / JAMES G COULTER 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^*

TPG GP A, LLC

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2025

4. 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 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
Common Stock	02/10/2025		C		4,875,547	A	(3)	5,559,962	I	See Explanation of Responses(1)(2)(3)(5)(6)
Common Stock	02/10/2025		P(4)		1,125,000	A	$18	6,684,962	I	See Explanation of Responses(1)(2)(4)(5)(6)

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 Seed Preferred Stock	(3)	02/10/2025		C			1,276,276	(3)	(3)	Common Stock	873,503	(3)	0	I	See Explanation of Responses(1)(2)(3)(5)(6)
Series A Preferred Stock	(3)	02/10/2025		C			1,806,318	(3)	(3)	Common Stock	1,236,272	(3)	0	I	See Explanation of Responses(1)(2)(3)(5)(6)
Series B Preferred Stock	(3)	02/10/2025		C			2,275,528	(3)	(3)	Common Stock	1,557,408	(3)	0	I	See Explanation of Responses(1)(2)(3)(5)(6)
Series C Preferred Stock	(3)	02/10/2025		C			1,765,541	(3)	(3)	Common Stock	1,208,364	(3)	0	I	See Explanation of Responses(1)(2)(3)(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 TX 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 TX 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 TX 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., which directly holds 5,476,598 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,208,364 shares of Common Stock.

3. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in each case of the Issuer (collectively, the "Preferred Stock"), automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on February 10, 2025 at a conversion rate (adjusted for a reverse stock split) equal to one share of Common Stock per 1.4611 share of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock.

4. On February 10, 2025, in connection with the Issuer's initial public offering, The Rise Fund Sling, L.P. acquired an aggregate of 1,125,000 shares of Common Stock at a price of $18.00 per share.

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 of the TPG Funds 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 4 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)	02/12/2025
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (7)(8)	02/12/2025
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (7)(8)	02/12/2025
	** Signature of Reporting Person	Date
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