SEC FORM 4 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*
PARMAR KUSH

(Last) (First) (Middle)
C/O ENTRADA THERAPEUTICS, INC.
6 TIDE STREET

(Street)
BOSTON MA 02210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
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
Common Stock 11/02/2021 C 318,616 A (1) 649,771 I See Footnote(2)
Common Stock 11/02/2021 C 2,371,739 A (1) 3,021,510 I See Footnote(2)
Common Stock 11/02/2021 C 564,217 A (1) 564,217 I See Footnote(3)
Common Stock 11/02/2021 C 254,512 A (1) 3,276,022 I See Footnote(2)
Common Stock 11/02/2021 C 318,140 A (1) 882,357 I See Footnote(3)
Common Stock 11/02/2021 P 250,000 A $20 1,132,357 I See Footnote(3)(4)
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 (1) 11/02/2021 C 318,616 (1) (1) Common Stock 318,616 $0(1) 0 I See Footnote(2)
Series A Preferred Stock (1) 11/02/2021 C 2,371,739 (1) (1) Common Stock 2,371,739 $0(1) 0 I See Footnote(2)
Series A Preferred Stock (1) 11/02/2021 C 564,217 (1) (1) Common Stock 564,217 $0(1) 0 I See Footnote(3)
Series B Preferred Stock (1) 11/02/2021 C 254,512 (1) (1) Common Stock 254,512 $0(1) 0 I See Footnote(2)
Series B Preferred Stock (1) 11/02/2021 C 318,140 (1) (1) Common Stock 318,140 $0(1) 0 I See Footnote(3)
Explanation of Responses:
1. Each share of the Issuer's Series Seed Preferred Stock, 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.
2. Shares are held by 5AM Ventures V, L.P. ("5AM V"). 5AM Partners V, LLC ("5AM Partners") is the sole general partner of 5AM V. Kush M. Parmar, M.D., Ph.D. is a managing member of 5AM Partners and may be deemed to share voting and investment power over the shares held by 5AM V. Dr. Parmar disclaims beneficial ownership of the shares held by 5AM V except to the extent of his pecuniary interest therein.
3. Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Kush M. Parmar, M.D., Ph.D. is a managing member of Opportunities GP and may be deemed to share voting and investment power over the shares held by Opportunities. Dr. Parmar disclaims beneficial ownership of the shares held by Opportunities except to the extent of his pecuniary interest therein.
4. On November 2, 2021, Opportunities purchased 250,000 shares of Common Stock of the Issuer at a price of $20.00 per share pursuant to an underwritten public offering.
/s/ Jared Cohen, as Attorney-in-Fact 11/05/2021
** 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).
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