EcoR1 Capital, LLC's Form 4/A amendment
AmendedZymeworks Inc.ZYME · filed Dec 26, 2024
- Accession no.
- 0000935836-24-000780
- Filed
- Dec 26, 2024
- Trade date
- Dec 19-23, 2024
- Filing delay
- 7 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Dec 23, 2024
This filing lists 3 non-derivative transactions. Open-market purchases total $17.5M. It was filed 7 days after the trade.
This amendment replaces 0000935836-24-000774 (filed Dec 23, 2024).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| EcoR1 Capital, LLCCIK 0001587114 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 19, 2024 | Common Stock | PPurchaseAcquired | +298,818 | $13.53F4 | +$4,043,007.54 | 13,736,291 | Indirect | |
| Dec 20, 2024 | Common Stock | PPurchaseAcquired | +704,488 | $14.08F7 | +$9,919,191.04 | 14,440,779 | Indirect | |
| Dec 23, 2024 | Common Stock | PPurchaseAcquired | +251,502 | $14.25F10 | +$3,583,903.5 | 14,692,281 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This transaction was inadvertently omitted from the Form 4 filed on 12/23/2024.
- F2
The reporting persons are EcoR1 Capital, LLC ("EcoR1"), Oleg Nodelman and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund (the "Funds"). Mr. Nodelman is the manager and controlling owner of EcoR1. EcoR1 is filing this Form 4 for itself, Mr. Nodelman and Qualified Fund. The filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. The Funds hold these securities directly for the benefit of their investors. EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to the Funds. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. The filers disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.
- F3
Qualified Fund purchased 281,218 of the shares purchased in this transaction.
- F4
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.3758 to $13.58, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 4, 7 and 10.
Referenced by the price of 1 transaction in Table I.
- F5
After this transaction, Qualified Fund held 12,939,442 shares of the Issuer's Common Stock.
- F6
Qualified Fund purchased 662,995 of the shares purchased in this transaction.
- F7
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.6517 to $14.1388, inclusive.
Referenced by the price of 1 transaction in Table I.
- F8
After this transaction, Qualified Fund held 13,602,437 shares of the Issuer's Common Stock.
- F9
Qualified Fund purchased 236,691 of the shares purchased in this transaction.
- F10
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.1957 to $14.2713, inclusive.
Referenced by the price of 1 transaction in Table I.
- F11
After this transaction, Qualified Fund held 13,839,128 shares of the Issuer's Common Stock.
Remarks
This amendment is being filed to restate the Form 4 filed by the reporting person on 12/23/2024. The Form 4 filed on 12/23/2024 inadvertently omitted transactions in the Issuer's Common Stock that occurred on 12/19, 12/20 and 12/23/2024 and included a transaction in pre-funded warrants of the Issuer that occurred on 12/26/2023. The transaction in pre-funded warrants was previously reported on a Form 4 filed by the reporting person on 12/28/2023. This amendment is being filed to add the transactions in the Issuer's Common Stock that had been omitted, to remove the reference to the 12/26/2023 transaction in pre-funded warrants of the Issuer and to change the date of the earliest transaction required to be reported in this Form 4 to 12/19/2024. Scott Platshon, an employee of EcoR1, serves as a director of the Issuer and was nominated for the board by EcoR1 and the Funds.