Statement of Changes in Beneficial Ownership (4)
30 May 2020 - 2:23AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Topspin Fund L.P. |
2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc.
[
RAPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3 EXPRESSWAY PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2020 |
(Street)
ROSLYN HEIGHTS, NY 11577
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/26/2020 | | S | | 2056666 | D | (2)(3) | 559243 (1)(2)(3)(4) | I | Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Consists of (1) 518,705 shares held of record by Topspin Fund, LP.; and (2) 40,538 shares owned by Leo A Guthart, individually. Each of Topspin Fund, LP and Leo A. Guthart disclaims beneficial ownership of the shares held of recod by the other. |
(2) | On May 26, 2020, Topspin Biotech Fund II, L.P. distributed the 1,641,666 shares owned by it as follows: (1) 1,559,990 shares were distributed in-kind to its limited partners; and (2) 81,676 were distributed at the direction of LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., as follows: (a) 40,538 were distributed to Leo A. Guthart, the managing member of LG Management, LLC; and (b) an aggregate of 41,138 were distributed to two third-parties. The 81,676 shares distributed at the direction of LG Management, LLC were shares to which it was entitled in its capacity as general partner of Topspin Biotech Fund II, L.P. |
(3) | On May 26, 2020, Topspin Fund, L.P. distributed 415,000 shares owned by it to one of its limited partners. |
(4) | 518,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Topspin Fund L.P. 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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Topspin Biotech Fund II, L.P. 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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LG Management, LLC 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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GUTHART LEO 3 EXPRESSWAY PLAZA ROSLYN HEIGHTS, NY 11577 |
| X |
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Signatures
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TOPSPIN FUND L.P., /s/ Leo A. Guthart, Managing Member of the General Partner | | 5/28/2020 |
**Signature of Reporting Person | Date |
TOPSPIN BIOTECH FUND II, L.P., /s/ Leo A. Guthart, Managing Member of the General Partner | | 5/28/2020 |
**Signature of Reporting Person | Date |
LG MANAGEMENT, LLC, /s/ Leo A. Guthart, Managing Member | | 5/28/2020 |
**Signature of Reporting Person | Date |
/s/ Leo A. Guthart | | 5/28/2020 |
**Signature of Reporting Person | Date |
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