Thomson Todd S's Form 4 filing
Actuate Therapeutics, Inc. (ACTU) · filed Aug 16, 2024
- Accession no.
- 0001104659-24-090619
- Filed
- Aug 16, 2024, 9:12 PM ET
- Trade date
- Aug 12-14, 2024
- Filing delay
- 4 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 11 non-derivative transactions and 11 derivative transactions. Open-market sales total $150.0K. It was filed 4 days after the trade, past the 2-business-day deadline.
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 |
|---|---|
| Thomson Todd SCIK 0001225707 | Director, Other: 16.4% Owner |
| Kairos Venture Partners II, L.P.CIK 0001696711 | Director, Other: 7.6% Owner |
| Kairos Venture Opportunities I, L.P.CIK 0001772438 | Director, Other: 5.3% Owner |
| Kairos SPV Fund LLCCIK 0001788046 | Director, Other: 2% Owner |
| Kairos-Actuate SPV, L.P.CIK 0001835962 | Director, Other: 1.5% 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 | +1,058,318 | –F1 | – | 1,105,636 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +726,163 | –F4 | – | 726,163 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +69,445 | –F5 | – | 1,175,081 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +146,870 | –F5 | – | 873,033 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +138,889 | –F5 | – | 138,889 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +230,597 | –F6 | – | 230,597 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +132,908 | –F6 | – | 271,797 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +24,138 | –F7 | – | 254,735 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +49,984 | –F7 | – | 321,781 | Indirect | |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseAcquired | +28,464 | $5.27 | +$150,005.28 | 1,203,545 | Indirect | |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −18,750 | $8.00 | −$150,000 | 1,184,795 | Indirect |
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 | CConversionAcquired | +1,058,318 | –F1 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +726,163 | –F4 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +69,445 | –F5 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +146,870 | –F5 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +138,889 | –F5 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +230,597 | –F6 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +132,908 | –F6 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +24,138 | –F7 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | CConversionAcquired | +49,984 | –F7 | – | 0 | Indirect | |
| Aug 14, 2024 | Common Stock | XIn-the-money exerciseAcquired | +28,464 | –F8 | – | 0 | Indirect | |
| Aug 12, 2024 | Common Stock | AGrant or awardAcquired | +15,000 | $0.00 | $0 | 15,000 | Direct | 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
The shares of Series B-1 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F4
The shares of Series B-2 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F5
The shares of Series B-3 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
Referenced by the price of 3 transactions in Table I and 3 transactions in Table II.
- F6
The shares of Series B-4 Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
- F7
The shares of Series C Redeemable Convertible Preferred Stock automatically converted into 0.555555 shares of common stock upon the closing of the Issuer's IPO and had no expiration date.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
- F8
On August 14, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 28,464 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 18,750 of the warrant shares to pay the exercise price and issuing to Kairos Venture Partners II, L.P. the remaining 9,714 shares.
Referenced by the price of 1 transaction in Table II.
Remarks
Todd Thomson serves as CFO/COO of Kairos Venture Investments, LLC and is a director on the board of directors of Actuate Therapeutics, Inc. ("Actuate"). Due to their relationship with Todd Thompson, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons other than Todd Thompson are deemed to be directors by deputization of Actuate.