Septerna Inc.

10/30/2024 | Press release | Distributed by Public on 10/30/2024 16:13

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RA CAPITAL MANAGEMENT, L.P.
2. Issuer Name and Ticker or Trading Symbol
Septerna, Inc. [SEPN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR, 		3. Date of Earliest Transaction (Month/Day/Year)
10/28/2024
(Street)
BOSTON, MA 02116 		4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 10/28/2024 C 1,695,515 A (1) 1,695,515 I See footnotes(2)(3)
Common Stock 10/28/2024 C 1,130,343 A (1) 1,130,343 I See footnotes(2)(4)
Common Stock 10/28/2024 P 3,828,400 A $18 5,523,915 I See footnotes(2)(3)
Common Stock 10/28/2024 P 341,600 A $18 1,471,943 I See footnotes(2)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 B Preferred Stock (1) 10/28/2024 C 14,598,896 (1) (1) Common Stock 1,695,515 (1) 0 I See Footnotes(2)(3)
Series B Preferred Stock (1) 10/28/2024 C 9,732,596 (1) (1) Common Stock 1,130,343 (1) 0 I See Footnotes(2)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X X
RA Capital Healthcare Fund LP
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X X
RA Capital Nexus Fund III, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X X
Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA 02116 		X X

Signatures

/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 10/30/2024
**Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 10/30/2024
**Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 10/30/2024
**Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 10/30/2024
**Signature of Reporting Person Date
/s/ Rajeev Shah, individually 10/30/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Series B Preferred Stock (the "Preferred Stock") converted into shares of Common Stock of the Issuer on a one-for-8.6103 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering (the "IPO"), the Preferred Stock was converted into the number of shares of Common Stock of the Issuer shown in column 7 of Table II. The Preferred Stock had no expiration date.
(2) RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
(3) Held directly by the Fund.
(4) Held directly by the Nexus Fund III.

Remarks:
Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.