BIOS Actuate Co-Invest I, LP's Form 4 filing
Actuate Therapeutics, Inc.ACTU · filed Aug 14, 2024
- Accession no.
- 0001104659-24-089822
- Filed
- Aug 14, 2024, 8:49 PM ET
- Trade date
- Aug 12-14, 2024
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 30 non-derivative transactions and 26 derivative transactions. Open-market purchases total $4.00M. Open-market sales total $225.0K. It was filed 2 days after the trade.
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 |
|---|---|
| BIOS Actuate Co-Invest I, LPCIK 0001771378 | Director, 10% Owner |
| Fletcher Aaron G.L.CIK 0001789490 | Director, 10% Owner |
| BIOS Fund III NT, LPCIK 0001791910 | Director, 10% Owner |
| BIOS Fund III QP, LPCIK 0001791916 | Director, 10% Owner |
| BIOS Fund III, LPCIK 0001791917 | Director, 10% Owner |
| BIOS Advisors GP, LLCCIK 0001813844 | Director, 10% Owner |
| BIOS Capital Management, LPCIK 0001813845 | Director, 10% Owner |
| BIOS Actuate Co-Invest II, LPCIK 0001825398 | Director, 10% Owner |
| BIOS Equity Partners III, LPCIK 0001831976 | Director, 10% Owner |
| Bios Actuate Co-Invest III, LPCIK 0001956704 | 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 |
|---|---|---|---|---|---|---|---|---|
| Aug 14, 2024 | Common Stock | CConversionAcquired | +884,427 | –F1 | – | 884,427 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | PPurchaseAcquired | +375,000 | $8.00 | +$3,000,000 | 1,259,427 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | PPurchaseAcquired | +125,000 | $8.00 | +$1,000,000 | 125,000 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +525,797 | –F5 | – | 525,797 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +307,538 | –F5 | – | 307,538 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +141,457 | –F6 | – | 141,457 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +462,073 | –F6 | – | 462,073 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +61,857 | –F6 | – | 61,857 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +153,702 | –F6 | – | 153,702 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +54,032 | –F7 | – | 195,489 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +176,499 | –F7 | – | 638,572 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +23,628 | –F7 | – | 85,485 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +147,047 | –F7 | – | 300,749 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +101,900 | –F8 | – | 297,389 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +332,867 | –F8 | – | 971,439 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +44,559 | –F8 | – | 130,044 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +309,589 | –F9 | – | 309,589 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +2,022,029 | –F9 | – | 2,022,029 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +326,547 | –F9 | – | 326,547 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +2,094,650 | –F9 | – | 2,094,650 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +74,202 | –F10 | – | 383,791 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +484,638 | –F10 | – | 2,506,667 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +78,267 | –F10 | – | 404,814 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +573,394 | –F10 | – | 573,394 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseAcquired | +8,068 | $5.27 | +$42,518.36 | 305,457 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −5,314 | $9.00 | −$47,826 | 300,143 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseAcquired | +26,355 | $5.27 | +$138,890.85 | 997,794 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −17,361 | $9.00 | −$156,249 | 980,433 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseAcquired | +3,528 | $5.27 | +$18,592.56 | 133,572 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −2,324 | $9.00 | −$20,916 | 131,248 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 14, 2024 | Common Stock | CConversionDisposed | −884,427 | –F1 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −525,797 | –F5 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −307,538 | –F5 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −141,457 | –F6 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −462,073 | –F6 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −61,857 | –F6 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −153,702 | –F6 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −54,032 | –F7 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −176,499 | –F7 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −23,628 | –F7 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −147,047 | –F7 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −101,900 | –F8 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −332,867 | –F8 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −44,559 | –F8 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −309,589 | –F9 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −2,022,029 | –F9 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −326,547 | –F9 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −2,094,650 | –F9 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −74,202 | –F10 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −484,638 | –F10 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −78,267 | –F10 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | CConversionDisposed | −573,394 | –F10 | – | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseDisposed | −8,068 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseDisposed | −26,355 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseDisposed | −3,528 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Aug 12, 2024 | Common Stock | AGrant or awardAcquired | +15,000 | $0.00 | $0 | 15,000 | Indirect | Duplicate filing |
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
Reflects a convertible note that was convertible into shares of common stock of the Issuer. The principal amount of the convertible note together with accrued interest was automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering ("IPO") at a conversion price equal to the initial offering price multiplied by 0.8.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F5
Each share of Series A Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series A Convertible Preferred Stock had no expiration date.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
- F6
Each share of Series B-1 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-1 Convertible Preferred Stock had no expiration date.
Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.
- F7
Each share of Series B-2 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-2 Convertible Preferred Stock had no expiration date.
Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.
- F8
Each share of Series B-3 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-3 Convertible Preferred Stock had no expiration date.
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F9
Each share of Series B-4 Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series B-4 Convertible Preferred Stock had no expiration date.
Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.
- F10
Each share of Series C Redeemable Convertible Preferred Stock preferred stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO. Each share of Series C Convertible Preferred Stock had no expiration date.
Referenced by the price of 4 transactions in Table I and 4 transactions in Table II.
Remarks
This Form 4 is the third of six Forms 4 filed relating to the same event. The Form 4 has been split into six filings because there are more than 10 reporting persons and 30 rows in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons and 30 rows. The first and second Forms 4 were filed by Leslie W. Kreis as the designated filer. The fourth Form 4 was filed by Aaron G.L. Fletcher. The fifth and sixth Forms 4 were filed by Bios Equity COF, LP as the designated filer. Each of the reporting persons other than Leslie W. Kreis may be deemed a "director by deputization" as the result of Aaron G.L. Fletcher's position as a director of the Issuer.