4//SEC Filing
COULTER JAMES G 4
Accession 0001999371-26-001696
CIK 0002036042other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 5:24 PM ET
Size
10.8 KB
Accession
0001999371-26-001696
Research Summary
AI-generated summary of this filing
Sionna Therapeutics (SION) Major Holders Sell 250K Shares Each
What Happened
- TPG GP A, LLC and two related reporting persons — James G. Coulter and Jon Winkelried (each identified as 10% owners) — sold 250,000 shares of Sionna Therapeutics (SION) common stock each in open-market or private sale transactions on January 22, 2026.
- Each sale was at $40.00 per share, generating $10,000,000 for each reporting person; the three transactions total approximately $30,000,000.
- These were sales (dispositions), which are generally routine and do not by themselves indicate the company’s outlook.
Key Details
- Transaction date: 2026-01-22; reported on Form 4 filed 2026-01-26 (appears timely).
- Price: $40.00 per share.
- Shares sold: 250,000 shares by each of TPG GP A, LLC; James G. Coulter; and Jon Winkelried.
- Proceeds: $10,000,000 each; ~$30,000,000 aggregate.
- Shares owned after transaction: Not provided in the summary data supplied.
- Transaction code: S = Sale.
- No 10b5-1 plan, tax-withholding, or option exercise noted in the provided footnotes or remarks.
- Filing notes: the three reporting persons filed jointly; Gerald Neugebauer signed on behalf of Coulter and Winkelried under prior authorization.
Context
- The sellers are 10% owners tied to TPG-related funds (the Rise Fund SPV and related entities). Footnotes explain a complex ownership chain and state the reporting persons may be deemed to beneficially own securities only to the extent of their pecuniary interests; they disclaim broader beneficial ownership.
- These are institutional/major-holder transactions rather than routine insider trades by operating executives — relevant for investors interpreting insider behavior.
- Sales reduce holdings or cash out part of exposure; they are common and not alone a clear signal of company fundamentals.
Insider Transaction Report
Form 4
TPG GP A, LLC
10% Owner
Transactions
- Sale
Common Stock
[F1][F2][F3][F4]2026-01-22$40.00/sh−250,000$10,000,000→ 6,494,962 total(indirect: See Explanation of Responses)
Footnotes (4)
- [F1]Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the managing member of The Rise Fund SPV GP, LLC.
- [F2]The Rise Fund SPV GP, LLC is the general partner of each of The Rise Fund Sling, L.P., which directly holds 5,340,931 shares of Common Stock ("Common Stock") of Sionna Therapeutics, Inc. (the "Issuer"), and The Rise Fund Sling II, L.P. (together with The Rise Fund Sling, L.P., the "TPG Funds"), which directly holds 1,154,031 shares of Common Stock.
- [F3]Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any
- [F4]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Sionna Therapeutics, Inc.
CIK 0002036042
Entity typeother
Related Parties
1- filerCIK 0001099776
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 5:24 PM ET
- Size
- 10.8 KB