SC 13G/A: 4D Molecular Therapeutics, Inc.
Ticker: FDMT · Form: SC 13G/A · Filed: Nov 15, 2024 · CIK: 1650648
Sentiment: neutral
Topics: sc-13g-a
AI Summary
SC 13G/A filing by 4D Molecular Therapeutics, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,559 words · 6 min read · ~5 pages · Grade level 9.6 · Accepted 2024-11-15 17:05:27
Key Financial Figures
- $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
Filing Documents
- tm2428635d1_sc13ga.htm (SC 13G/A) — 77KB
- tm2428635d1_ex1.htm (EX-99.1) — 11KB
- 0001104659-24-119770.txt ( ) — 91KB
(a). Name of Issuer
Item 1(a). Name of Issuer : 4D Molecular Therapeutics, Inc. (the “ Issuer ”)
(b). Address
Item 1(b). Address of Issuer’s Principal Executive Offices : 5858 Horton Street #455, Emeryville, California 94608
(a). Names
Item 2(a). Names of Persons Filing : The names of the persons filing this report (collectively, the “ Reporting Persons ”) are: RA Capital Management, L.P. (“ RA Capital ”) Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the “ Fund ”)
(b). Address
Item 2(b). Address of Principal Business Office or, if None, Residence : The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18 th Floor, Boston MA 02116
(c). Citizenship
Item 2(c). Citizenship : RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
(d). Title
Item 2(d). Title of Class of Securities : Common Stock, $0.0001 par value per share (“ Common Stock ”)
(e). CUSIP
Item 2(e). CUSIP Number : 35104E100
If
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
Ownership
Item 4. Ownership . The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The ownership percentages reported are based upon 46,227,709 shares of Common Stock outstanding as of November 12, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024. The Fund directly holds 5,098,211 shares of Common Stock and pre-funded warrants (“ Pre-Funded Warrants ”) exercisable for up to 3,075,000 shares of Common Stock. The Pre-Funded Warrants contain a provision (the “ Beneficial Ownership Blocker ”), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Fund is currently prohibited from exercising the Pre-Funded Warrants by virtue of the Beneficial Ownership Blocker. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be de
Ownership
Item 5. Ownership of Five Percent or Less of a Class . If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
Ownership
Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.
Identification
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person . Not applicable.
Identification
Item 8. Identification and Classification of Members of the Group . Not applicable.
Notice
Item 9. Notice of Dissolution of Group . Not applicable.
Certification
Item 10. Certification . By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Exhibit List Exhibit 1: Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 15, 2024 RA CAPITAL MANAGEMENT, L.P. By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Authorized Signatory PETER KOLCHINSKY /s/ Peter Kolchinsky RAJEEV SHAH /s/ Rajeev Shah RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its: General Partner By: /s/ Peter Kolchinsky Name: Peter Kolchinsky Title: Manager