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 | 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) | |||||||||||||||
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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 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). | ||
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. |