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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/02/2021 | C | 3,816,760(1) | A | (2) | 3,816,760 | I | See Footnote(3)(4) | ||
Common Stock | 11/02/2021 | C | 509,024(5) | A | (2) | 4,325,784 | I | See Footnote(4)(6) | ||
Common Stock | 11/02/2021 | P | 100,000(7) | A | $20 | 4,425,784 | I | See Footnote(4)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 A Preferred Stock | (2) | 11/02/2021 | C | 27,617,675 | (2) | (2) | Common Stock | 3,816,760 | $0.00(2) | 0 | I | See Footnote(1) | |||
Series B Preferred Stock | (2) | 11/02/2021 | C | 3,683,241 | (2) | (2) | Common Stock | 509,024 | $0.00(2) | 0 | I | See Footnote(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares were converted as follows: 1,733,129 by MPM BioVentures 2014, L.P. ("BV 2014"), 115,596 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 59,655 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 1,778,737 by MPM BioVentures 2018, L.P. ("BV 2018"), 94,538 by MPM BioVentures 2018 (B), L.P. ("BV 2018(B)") and 35,105 by MPM Asset Management Investors BV2018 LLC ("AM BV2018"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV2014 LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV2014 LLC is the manager of AM BV2014. MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. Messrs. Evnin and Gadicke are managing directors of BV 2014 LLC and BV 2018 LLC. . |
2. Each share of the Issuer's Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for-7.235890014 reverse stock split which became effective on October 22, 2021. The Series A Preferred Stock and Series B Preferred Stock have no expiration date. |
3. The shares are held as follows: 1,733,129 by BV 2014, 115,596 by BV 2014(B), 59,655 by AM BV2014, 1,778,737 by BV 2018, 94,538 by BV 2018(B) and 35,105 by AM BV2018. |
4. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
5. The shares were converted as follows: 231,139 by BV 2014, 15,417 by BV 2014(B), 7,956 by AM BV2014, 237,222 by BV 2018, 12,608 by BV 2018(B) and 4,682 by AM BV2018. |
6. The shares are held as follows: 1,964,268 by BV 2014, 131,013 by BV 2014(B), 67,611 by AM BV2014, 2,015,959 by BV 2018, 107,146 by BV 2018(B) and 39,787 by AM BV2018. |
7. The shares were purchased as follows: 45,408 by BV 2014, 3,029 by BV 2014(B), 1,563 by AM BV2014, 46,603 by BV 2018, 2,477 by BV 2018(B) and 920 by AM BV2018. |
8. The shares are held as follows: 2,009,676 by BV 2014, 134,042 by BV 2014(B), 69,174 by AM BV2014, 2,062,562 by BV 2018, 109,623 by BV 2018(B) and 40,707 by AM BV2018. |
Remarks: |
See Form 4 for MPM BioVentures 2014, L.P for additional members of this joint filing. |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC, the general partner of MPM BioVentures 2018, L.P. | 11/04/2021 | |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC | 11/04/2021 | |
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC | 11/04/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |