4//SEC Filing
Chimovits Erez 4
Accession 0000947871-24-000807
CIK 0002022626other
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 4:19 PM ET
Size
21.7 KB
Accession
0000947871-24-000807
Insider Transaction Report
Form 4
Chimovits Erez
Director
Transactions
- Purchase
Common Stock
2024-10-15$17.00/sh+660,000$11,220,000→ 4,554,873 total(indirect: See Footnote) - Conversion
Common Stock
2024-10-15+721,956→ 973,716 total(indirect: See Footnote) - Conversion
Series B redeemable convertible preferred stock
2024-10-15−197,456→ 0 total(indirect: See Footnote)→ Common Stock (197,456 underlying) - Purchase
Common Stock
2024-10-15$17.00/sh+165,000$2,805,000→ 1,138,716 total(indirect: See Footnote) - Conversion
Common Stock
2024-10-15+2,887,833→ 3,894,873 total(indirect: See Footnote) - Conversion
Series A redeemable convertible preferred stock
2024-10-15−524,500→ 0 total(indirect: See Footnote)→ Common Stock (524,500 underlying) - Conversion
Series A redeemable convertible preferred stock
2024-10-15−2,098,000→ 0 total(indirect: See Footnote)→ Common Stock (2,098,000 underlying) - Conversion
Series B redeemable convertible preferred stock
2024-10-15−789,833→ 0 total(indirect: See Footnote)→ Common Stock (789,833 underlying)
Footnotes (4)
- [F1]Each share of Series A redeemable convertible preferred stock and Series B redeemable convertible preferred stock automatically converted into shares of the Issuer's common stock on a one-for-1.049 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
- [F2]These securities are held of record by OrbiMed Israel Partners II, L.P. ("OIP II"). OrbiMed Israel GP II, L.P. ("Israel GP") is the general partner of OIP II, and OrbiMed Advisors Israel II Limited ("Advisors II") is the general partner of Israel GP. By virtue of such relationships, Israel GP and Advisors II may be deemed to have voting and investment power over the securities held by OIP II and, as a result, may be deemed to have beneficial ownership over such securities. Advisors II exercises voting and investment power through an investment committee comprised of Carl L. Gordon, David P. Bonita, and the Reporting Person, each of whom disclaims beneficial ownership of the securities held by OIP II.
- [F3]These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.
- [F4]Each of the Reporting Person, Advisors II, Israel GP, OrbiMed Advisors, and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, Advisors II, Israel GP, OrbiMed Advisors, or GP VIII is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
Upstream Bio, Inc.
CIK 0002022626
Entity typeother
Related Parties
1- filerCIK 0001706399
Filing Metadata
- Form type
- 4
- Filed
- Oct 16, 8:00 PM ET
- Accepted
- Oct 17, 4:19 PM ET
- Size
- 21.7 KB