SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Applicable percentages are based on 48,690,590 shares outstanding on March 31, 2022,
The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 31, 2022 by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.
Beneficial Ownership(1)
Beneficial Owner Number of Shares Percent of Total
5% or greater stockholders:
Entities Affiliated with New Enterprise Associates(2)
6,643,704 13.6 %
Entities Affiliated with Avidity Partners Management LP(3)
4,405,000 9.0
Zeneca, Inc.(4)
3,004,554 6.2
Entities Affiliated with Hatteras Venture Partners(5)
2,412,919 5.0
Entities Affiliated with Wellington Management Group LLP(6)
2,869,650 5.9
Entities Affiliated with RA Capital Management, L.P.(7)
2,850,000 5.9
Entities Affiliated with Rock Springs Capital Management LP(8)
2,581,299 5.3
Named executive officers and directors:
Jonathan P. Mow(9)
1,125,251 2.3
John P. Sharp(10)
332,024 *
John S. Lee, M.D., Ph.D.(11)
335,842 *
Edmund P. Harrigan(12)
95,549 *
William D. Humphries(13)
6,222 *
Nancy J. Hutson, Ph.D.(14)
75,678 *
Caroline M. Loewy(15)
68,716 *
Clay B. Thorp(16)
2,508,862 5.1
Alex C. Sapir(17)
28,909 *
Richard A. van den Broek(18)
63,750 *
All executive officers and directors as a group (14 persons)(19)
5,032,926 9.9
*Represents ownership of less than one percent.
(1)This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 48,690,590 shares outstanding on March 31, 2022, adjusted as required by rules promulgated by the SEC.
(2)This information has been obtained from a Schedule 13D filed on October 31, 2018 by entities and individuals associated with New Enterprise Associates 13 L.P., or NEA 13, and the Company’s records. Consists of (a) 6,641,634 shares of common stock held directly by NEA 13 and (b) 2,070 shares of common stock held directly by NEA Ventures 2009, L.P., or Ven 2009. NEA Partners 13, L.P., or NEA Partners 13, is the sole general partner of NEA 13 and NEA 13 GP, LTD, or NEA 13 LTD, is the sole general partner of NEA Partners 13. The shares directly held by Ven 2009 are indirectly held by Karen P. Welsh, the general partner of Ven 2009. The principal business address for all entities and individuals affiliated with NEA 13 and Ven 2009 is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
(3)This information has been obtained from a Schedule 13G/A filed on February 14, 2022 by entities and individuals associated with Avidity Partners Management LP. Avidity Partners Management LP, Avidity Partners Management (GP) LLC, Avidity Capital Partners Fund (GP) LP, Avidity Capital Partners (GP) LLC, David Witzke and Michael Gregory share power to vote, dispose, direct the vote or disposition of 4,405,000 shares of common stock, while Avidity Master Fund LP has the shared power to vote, dispose, direct the vote or disposition of 3,481,766 shares of common stock. David Witzke and Michael Gregory are Managing Members of
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Avidity Partners Management (GP) LLC, the general partner of Avidity Partners Management LP, and Avidity Capital Partners (GP) LLC, the general partner of Avidity Capital Partners Fund (GP) LP, the general partner of Avidity Master Fund LP. The principal business address for all entities and individuals referenced in this footnote is 2828 N Harwood Street, Suite 1220, Dallas, Texas 75201.
(4)This information has been obtained from a Schedule 13D filed on October 29, 2018 by entities and individuals associated with AstraZeneca PLC, or AstraZeneca. Shares beneficially owned consists of 3,004,554 shares directly held by Zeneca Inc., a wholly-owned subsidiary of AstraZeneca, or Zeneca. The principal business address of AstraZeneca is 1 Francis Crick Avenue, Cambridge, CB2 0AA, United Kingdom, and the principal business address of Zeneca is 1800 Concord Pike, Wilmington, Delaware, 19803, United States.
(5)These shares are held by entities and individuals associated with Hatteras Venture Partners. Clay B. Thorp, our Chair, co-founded and serves as general partner of Hatteras Venture Partners. Consists of (a) 1,818,638 shares held by Hatteras Venture Partners III, LP, or HVP III, (b) 162,890 shares held by Hatteras Venture Affiliates III, LP, or HV Affiliates, (c) 415,959 shares held by Venture Capital Multiplier Fund, LP, or Multiplier Fund, and (d) 15,432 shares held by Catalysta Ventures, L.L.C., or Catalysta. Hatteras Venture Advisors III, LLC, or HVA III, is the general partner of HVP III and HV Affiliates. The securities held by HVP III and HV Affiliates are indirectly held by the individual management members of the general partner, HVA III, or the HVA III Managing Members. The HVA III Managing Members are Clay B. Thorp, Robert A. Ingram, Kenneth B. Lee, Douglas Reed and John C. Crumpler. HVA III and the HVA III Managing Members may share voting and dispositive power over the securities directly held by HVP III and HV Affiliates. Catalysta is not under common control with HVA III. The individual management members of Catalysta, or the Catalysta Managing Members, are John C. Crumpler and Clay B. Thorp. The Catalysta Managing Members may share voting and dispositive power over the securities directly held by Catalysta. Hatteras Venture Advisors V, or HVA V, is the general partner of Multiplier Fund. The securities held by Multiplier Fund are indirectly held by the individual management members of the general partner, HVA V, or the HVA V Managing Members. The HVA V Managing Members are John C. Crumpler, Robert A. Ingram, Douglas Reed, Christy Shaffer and Clay B. Thorp. HVA V and the HVA V Managing Members may share voting and dispositive power over the securities directly held by Multiplier Fund. The principal business address for all entities and individuals affiliated with Hatteras Venture Partners is 280 S. Mangum Street, Suite 350 Durham, North Carolina 27701.
(6)This information has been obtained from a Schedule 13G filed on February 4, 2022 by entities and individuals associated with Wellington Management Group LLP. Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP share power to dispose and direct the disposition of 2,869,650 shares of common stock. Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP share power to vote and direct the vote of 2,664,080 shares of common stock. Wellington Management Group LLP is the parent holding company of Wellington Group Holdings LLP, Wellington Investment Advisors LLP and Wellington Management Global Holdings, Ltd., and the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd, Wellington Management Australia Pty Ltd. The shares of common stock beneficially owned by Wellington Management Group LLP are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The principal business address for all entities referenced in this footnote is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(7)This information has been obtained from a Schedule 13G/A filed on February 14, 2022 by entities and individuals associated with RA Capital Management, L.P (“RA Capital”). Consists of 2,850,000 shares of common stock held directly by RA Capital Healthcare Fund, L.P. (the “Fund”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner of the securities held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of these securities. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners of the securities beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of these securities. The principal business address for all entities and individuals referenced in this footnote is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116.
(8)This information has been obtained from a Schedule 13G/A filed on February 15, 2022 by entities associated with Rock Springs Capital Management LP (“RSCM”). Consists of (i) 2,375,000 shares of common stock directly beneficially owned by Rock Springs Capital Master Fund LP (“Master Fund”) and (ii) 206,299 shares of common stock directly beneficially owned by Four Pines Master Fund LP (“Four Pines”). RSCM serves as the investment manager to each of the Master Fund and Four Pines. Rock Springs Capital LLC is the general partner of RSCM. The principal business address for RSCM and RSC is 650 South Exeter, Suite 1070, Baltimore, MD 21202, and the principal business address for Master Fund is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands.
(9)Consists of (a) 51,199 shares of common stock held by the Mow Trust dated April 17, 2008, (b) 121,584 shares of common stock held directly by Mr. Mow and (c) 952,468 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022. Mr. Mow and his wife Diana Mow are joint trustees of the Mow Trust dated April 17, 2008 and share voting and dispositive power for such shares.
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(10) Consists of (a) 59,741 shares of common stock and (b) 272,283 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(11) Consists of 335,842 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(12) Consists of (a) 6,000 shares of common stock and (b) 89,549 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(13) Consists of 6,222 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(14) Consists of (a) 33,760 shares of common stock, (b) 4,000 shares of common stock held in an individual retirement account for the benefit of Dr. Hutson and (c) 37,918 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(15) Consists of 68,716 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(16) Consists of (a) 32,943 shares of common stock held by Mr. Thorp and (b) 63,000 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022. Also consists of (a) 1,818,638 shares of common stock held directly by Hatteras Venture Partners III, LP, or HVP III, (b) 162,890 shares of common stock held directly by Hatteras Venture Affiliates III, LP, or HV Affiliates, (c) 415,959 shares of common stock held directly by Venture Capital Multiplier Fund, or Multiplier Fund, and (d) 15,432 shares of common stock held directly by Catalysta Ventures, L.L.C., or Catalysta. Hatteras Venture Advisors III, LLC, or HVA III, is the general partner of HVP III and HV Affiliates. The securities held directly by HVP III and HV Affiliates are indirectly held by HVA III. Mr. Thorp is a manager of HVA III and may be deemed to share voting and dispositive power with regard to the securities directly held by HVP III and HV Affiliates. Hatteras Venture Advisors V, LLC, or HVA V, is the general partner of Multiplier Fund. The securities held directly by Multiplier Fund are indirectly held by HVA V. Mr. Thorp is a manager of HVA V and may be deemed to share voting and dispositive power with regard to the securities held by Multiplier Fund. Mr. Thorp is a manager of Catalysta and may be deemed to share voting and dispositive power with regard to the securities held directly by Catalysta.
(17) Consists of 28,909 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(18) Consists of 63,750 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
(19) Consists of (a) 2,756,097 shares of common stock and (b) 2,276,829 shares of common stock issuable upon the exercise of options within 60 days of March 31, 2022.
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