Reneo Pharmaceuticals Inc.

10/08/2024 | Press release | Distributed by Public on 10/08/2024 17:27

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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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1. Name and Address of Reporting Person *
Leverone Jason A.
2. Issuer Name and Ticker or Trading Symbol
OnKure Therapeutics, Inc. [OKUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Financial Officer /
(Last) (First) (Middle)
C/O ONKURE THEREAPEUTICS, INC. , 6707 WINCHESTER CIRCLE, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
BOULDER CO 80301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leverone Jason A.
C/O ONKURE THEREAPEUTICS, INC.
6707 WINCHESTER CIRCLE, SUITE 400
BOULDER, CO80301


Chief Financial Officer

Signatures

/s/ Rogan Nunn, by power of attorney 2024-10-08
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon the meeting of both a "Service-Based Requirement" and a "Liquidity Event Plus Service Requirement." 1/16th of the RSUs met the "Service-Based" requirement on June 20, 2023 and 1/16th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. The Liquidity Event Plus Service Requirement will be satisfied on the 181st day following the closing of the Merger (as defined below), subject to the Reporting Person continuing as a service provider through such date. On October 4, 2024, the effective time of the Merger, each RSU of OnKure (as defined below) (footnote continued in footnote (2))
(2) (continued from footnote (1)) was assumed by, and converted into an RSU award of, Reneo (as defined below) covering such number of shares of Reneo Class A Common Stock determined by multiplying the number of shares of OnKure preferred stock subject to the RSU award by a designated exchange ratio (rounded down to the nearest whole share). The Agreement and Plan of Merger, dated as of May 10, 2024 (the "Merger Agreement"), by and among Reneo Pharmaceuticals, Inc. ("Reneo"), Radiate Merger Sub I, a wholly owned subsidiary of Reneo ("Merger Sub I"), and OnKure, Inc. ("OnKure"), provided for the merger of Merger Sub I with and into OnKure, with OnKure surviving the merger as a wholly-owned subsidiary of Reneo (the "Merger"). After completion of the Merger, the combined company was renamed "OnKure Therapeutics, Inc." and the Class A Common Stock of the combined company trades on The Nasdaq Stock Market under the symbol "OKUR."
(3) 1/4th of the shares subject to the option vested on January 3, 2023 and 1/48th of the shares subject to the option vest on the first day of each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
(4) Each OnKure stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Reneo and became an option to acquire, on the same terms and conditions as were applicable to such OnKure stock option immediately prior to the effective time of the Merger, a number of shares of Reneo Class A common stock equal to the number of shares of OnKure common stock subject to the unexercised portion of the OnKure stock option immediately prior to the effective time of the Merger, multiplied by a designated exchange ratio (rounded down to the nearest whole share). The exercise price per share for the options is equal to the exercise price per share of such OnKure stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).
(5) 1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date.
(6) 1/36th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
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.