Form 4: Third Rock Ventures Reports Beneficial Ownership Changes in Septerna, Inc. Following IPO

Third Rock Ventures files Form 4, detailing conversion of preferred stock to common stock and transactions following Septerna, Inc.'s initial public offering.

Summary

• Third Rock Ventures V, L.P. and Third Rock Ventures VI, L.P., along with related entities, reported changes in their beneficial ownership of Septerna, Inc. common stock on October 28, 2024.
• The changes are primarily due to the automatic conversion of Series A and Series B Preferred Stock into Common Stock at a ratio of 8.6103 to 1 upon the closing of Septerna's IPO.
• Third Rock Ventures V, L.P. acquired 4,790,773 shares of common stock through the conversion of Series A Preferred Stock and disposed of shares.
• Third Rock Ventures VI, L.P. acquired 2,872,956 shares of common stock through the conversion of Series B Preferred Stock.
• Additional purchases of common stock were made at $18 per share, with Third Rock Ventures V, L.P. acquiring 370,500 shares and Third Rock Ventures VI, L.P. acquiring 279,500 shares.
• The reporting persons disclaim beneficial ownership of the shares except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The document reflects a routine post-IPO ownership adjustment. The sentiment is neutral to slightly positive, as it indicates the completion of a key step in the IPO process and continued involvement of a major investor.

Positives

• The conversion of preferred stock to common stock simplifies the capital structure of Septerna, Inc. following its IPO.
• Third Rock Ventures maintains a significant ownership stake in Septerna, Inc.

Future Outlook

The document does not contain specific forward-looking statements regarding Septerna's future performance, but it reflects the ownership structure post-IPO.

Industry Context

Form 4 filings are standard practice after an IPO, providing transparency into the ownership changes of major shareholders. Third Rock Ventures' continued involvement suggests ongoing support for Septerna.

Comparison to Industry Standards

• Similar filings are common for venture capital firms following the IPO of portfolio companies.
• The conversion of preferred stock to common stock is a typical step in the IPO process, aligning the interests of early investors with public shareholders.
• Comparable companies like Flagship Pioneering's portfolio companies also exhibit similar ownership changes post-IPO.

Stakeholder Impact

• Shareholders: Provides transparency regarding ownership structure post-IPO.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Key Dates