BIOS Fund I, LP's Form 4/A amendment
AmendedActuate Therapeutics, Inc. (ACTU) · filed Aug 20, 2024
- Accession no.
- 0001104659-24-091370
- Filed
- Aug 20, 2024, 8:45 PM ET
- Trade date
- Aug 14, 2024
- Filing delay
- 6 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Aug 14, 2024
This filing lists 3 non-derivative transactions. Open-market sales total $200.0K. It was filed 6 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 Fund I, LPCIK 0001697316 | Director, 10% Owner |
| BIOS Fund I QP, LPCIK 0001700297 | Director, 10% Owner |
| BIOS Fund II, LPCIK 0001714576 | Director, 10% Owner |
| BIOS Fund II QP, LPCIK 0001716869 | Director, 10% Owner |
| BIOS Fund II NT, LPCIK 0001728851 | Director, 10% Owner |
| Cavu Management, LPCIK 0001813270 | Director, 10% Owner |
| Cavu Advisors, LLCCIK 0001813310 | Director, 10% Owner |
| Bios Equity Partners II, LPCIK 0001813313 | Director, 10% Owner |
| Bios Equity Partners, LPCIK 0001813314 | Director, 10% Owner |
| Kreis Leslie W.CIK 0001813316 | 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 | SSaleDisposed | −5,314 | $8.00F2 | −$42,512 | 300,143 | Indirect | |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −17,361 | $8.00F2 | −$138,888 | 980,433 | Indirect | |
| Aug 14, 2024 | Common Stock | SSaleDisposed | −2,324 | $8.00F2 | −$18,592 | 131,248 | 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
On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 8,068 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 5,314 of the warrant shares to pay the exercise price and issuing to Bios Fund II the remaining 2,754 shares.
- F2
The original Form 4 filed on August 14, 2024 is being amended by this Form 4 amendment solely to correct the price reported in column 4 of Table I in the original Form 4, which inadvertently included the incorrect price. This amended report does not report any new transactions and all other information reported in the original Form 4 is correct.
Referenced by the price of 3 transactions in Table I.
- F3
Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and BP Directors, LP ("BP Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Actuate Co-Invest I, LP ("Bios Actuate Co-Invest I"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP"), Bios Fund III NT, LP ("Bios Fund III NT"), Bios Actuate Co-Invest II, LP ("Bios Actuate Co-Invest II") and Bios Actuate Co-Invest III, LP ("Bios Actuate Co-Invest III"). Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios Clinical Opportunity Fund, LP ("Bios COF") and Bios 2024 Co-Invest, LP ("Bios 2024 Co-Invest").
- F4
Cavu Management, LP, an entity managed and controlled by Mr. Les Kreis, and Bios Capital Management, LP, an entity managed and controlled by Mr. Aaron Fletcher, are the general partners of Bios Equity I, Bios Equity II and Bios Equity III and Bios Capital Management, LP is the general partner of Bios Equity COF. Cavu Advisors LLC, an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management LP. Bios Advisors GP, LLC, an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Capital Management, LP.
- F5
The shares owned by Bios Fund I, Bios Fund I QP, BP Directors, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Actuate Co-Invest I, Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Actuate Co-Invest II, Bios Actuate Co-Invest III, Bios COF and Bios 2024 Co-Invest (collectively, the "Bios Equity Entities") are aggregated for purposes of reporting share ownership information. Mr. Kreis and Mr. Fletcher have voting and investment control with respect to shares held indirectly by Bios Advisors GP, LLC and Cavu Advisors, LLC, respectively.
- F6
On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 26,355 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 17,361 of the warrant shares to pay the exercise price and issuing to Bios Fund II QP the remaining 8,994 shares.
- F7
On August 12, 2024, in connection with the closing of the Issuer's IPO, the warrant to purchase 3,528 shares of common stock for $5.27 per share was automatically exercised on a cashless basis, resulting in the Issuer withholding of 2,324 of the warrant shares to pay the exercise price and issuing to Bios Fund II NT the remaining 1,204 shares.
Remarks
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.