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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Under §240.14a-12
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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To elect one Class I director to hold office until the 2027 annual meeting of stockholders or until their successor is elected;
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2.
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To ratify the selection, by the Audit Committee of the Company's Board of Directors, of PricewaterhouseCoopers LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024; and
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3.
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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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/s/ DAVID KIRN
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David Kirn, M.D.
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Chief Executive Officer and Director
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•
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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
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•
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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
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•
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Proposal 1-the election of one Class I director to hold office until our 2027 annual meeting of stockholders; and
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•
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Proposal 2-the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31, 2024.
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•
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For Proposal 1, you may either vote "For" the nominee to the Board or you may "Withhold" your vote for the nominee.
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•
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For Proposal 2, you may either vote "For" or "Against" or abstain from voting.
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•
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To vote by attending the virtual Annual Meeting, vote your shares at www.virtualshareholdermeeting.com/FDMT2024 during the Annual Meeting. You will need the 16-digit control number which appears on the Notice of Internet Availability or, if you received a paper copy of the proxy materials by mail, the accompanying Proxy Card (printed in the box and marked by the arrow). For additional details on the virtual meeting, please see page 5 of this Proxy Statement.
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•
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To vote using the Proxy Card, if you received a paper copy of the proxy materials by mail, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.
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•
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To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.
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•
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To vote by proxy over telephone, call the toll free number found on the Notice of Internet Availability.
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•
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"For" the election of the nominee for director; and
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•
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"For" the ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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1.
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You may submit another properly completed proxy with a later date. This includes changing your vote using the online voting method, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.
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2.
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You may send a written notice that you are revoking your proxy and returning a new proxy card or voting instruction form dated as of a later date to our Chief Legal Officer and Corporate Secretary at 5858 Horton Street #455, Emeryville, CA 94608, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.
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3.
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You may attend the virtual Annual Meeting and vote at the meeting by following the instructions described above. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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•
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Class I director: David Kirn, M.D., whose current term will expire at the Annual Meeting;
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•
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Class II directors: Jacob Chacko, M.D., MBA, Susannah Gray, MBA and Charles Theuer, M.D., Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2025; and
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•
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Class III directors: Nancy Miller-Rich, John F. Milligan, Ph.D. and Shawn Cline Tomasello, MBA, whose current terms will expire at the annual meeting of stockholders to be held in 2026.
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Name
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Age
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Position/Office Held With the Company
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Director
Since
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Class I Director whose term expires at the Annual Meeting
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|||||||||
David Kirn, M.D.
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62
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Director and Chief Executive Officer
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2013
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Class II Directors whose terms expire at the 2025 annual meeting of stockholders
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|||||||||
Jacob Chacko, M.D., MBA(2)(3)
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45
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Director
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2019
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Susannah Gray, MBA(2)(4)
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63
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Director
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2020
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Charles Theuer, M.D., Ph.D.(1)(2)(3)
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60
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Director
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2015
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Class III Directors whose terms expire at the 2026 annual meeting of stockholders
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Nancy Miller-Rich(1)(4)
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65
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Director
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2020
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John F. Milligan, Ph.D.
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63
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Director and Executive Chairman
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2020
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Shawn Cline Tomasello, MBA(1)(3)(4)
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65
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Director
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2020
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(1)
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Member of the Science and Technology Committee.
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(2)
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Member of the Audit Committee.
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(3)
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Member of the Nominating and Corporate Governance Committee.
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(4)
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Member of the Compensation Committee.
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Year Ended
December 31,
2022
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Year Ended
December 31,
2023
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Audit Fees(1)
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$967,897
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$966,391
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Tax Fees
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-
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-
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Audit-Related Fees
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-
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-
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All Other Fees
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900
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2,442
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Total Fees
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$968,797
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$968,833
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(1)
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Audit fees of PwC for the years ended December 31, 2022 and 2023 were for professional services rendered for the audits of our financial statements, including accounting consultation, reviews of quarterly financial statements and professional services rendered in connection with our registration statements. Fees for 2022 and 2023 include $225,000 and $125,000 in fees, respectively, for services associated with our Open Market Sales Agreement activities related to the year ended December 31, 2022 and December 31, 2023, respectively.
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•
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appoints our independent registered public accounting firm;
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•
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evaluates the independent registered public accounting firm's qualifications, independence and performance;
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•
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determines the engagement of the independent registered public accounting firm;
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•
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reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;
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•
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reviews and approves related party transactions;
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•
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establishes procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters;
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•
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discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
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•
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approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
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•
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monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;
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•
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discusses on a periodic basis, or as appropriate, with management our policies and procedures with respect to risk assessment and risk management;
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•
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is responsible for reviewing our financial statements and our management's discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
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•
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annually reviews and assesses internal controls and treasury functions including cash management procedures;
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•
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investigates any reports received through the ethics helpline and reports to our Board periodically with respect to the information received through the ethics helpline and any related investigations;
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•
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reviews our critical accounting policies and estimates;
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•
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reviews our procedures and controls related to cybersecurity;
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•
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reviews and approves our insurance coverages; and
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•
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reviews the Audit Committee charter and the committee's performance at least annually.
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•
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experience in corporate management, such as serving as an officer or former officer of a publicly held company;
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•
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experience as a board member of another publicly held company;
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•
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professional and academic experience relevant to the Company's industry;
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•
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strength of the candidate's leadership skills;
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•
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experience in finance and accounting and / or executive compensation practices;
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•
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whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and
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•
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geographic background, gender, age and ethnicity, as well as other factors relevant to Board diversity as defined under applicable law.
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Board Size:
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Total Number of Directors:
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7
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Part I: Gender Identity
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Directors
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3
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4
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-
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-
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Part II: Demographic Background
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African American or Black
|
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-
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-
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-
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-
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Alaskan Native or Native American
|
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-
|
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-
|
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-
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-
|
Asian
|
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-
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1
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-
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-
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Hispanic or Latinx
|
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-
|
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-
|
| |
-
|
| |
-
|
Native Hawaiian or Pacific Islander
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
White
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3
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3
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-
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-
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Two or More Races or Ethnicities
|
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-
|
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-
|
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-
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-
|
LGBTQ+
|
| |
-
|
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-
|
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-
|
| |
-
|
Did Not Disclose Demographic Background
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-
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-
|
| |
-
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-
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•
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Each non-employee director received an annual cash retainer in the amount of $40,000 per year.
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•
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The chairperson of the Audit Committee received additional annual cash compensation in the amount of $20,000 per year for such chairperson's service on the Audit Committee. Each non-chairperson member of the Audit Committee received additional annual cash compensation in the amount of $10,000 per year for such member's service on the Audit Committee.
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•
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The chairperson of the Compensation Committee received additional annual cash compensation in the amount of $15,000 per year for such chairperson's service on the Compensation Committee. Each non-chairperson member of the Compensation Committee received additional annual cash compensation in the amount of $7,500 per year for such member's service on the Compensation Committee.
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•
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The chairperson of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson's service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance committee received additional annual cash compensation in the amount of $5,000 per year for such member's service on the Nominating and Corporate Governance Committee.
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•
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The chairperson of the Science and Technology Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson's service on the Science and Technology Committee. Each non-chairperson member of the Science and Technology Committee received additional annual cash compensation in the amount of $5,000 per year for such member's service on the Science and Technology Committee.
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Name
|
| |
Fees Earned
in Cash
($)
|
| |
Option Awards
($)(1)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
John Milligan, Ph.D.
|
| |
150,000
|
| |
431,436
|
| |
-
|
| |
581,436
|
Charles Theuer, M.D., Ph.D.
|
| |
65,000
|
| |
287,624
|
| |
-
|
| |
352,624
|
Jacob Chacko, M.D., MBA
|
| |
65,000
|
| |
287,624
|
| |
-
|
| |
352,624
|
Susannah Gray, MBA
|
| |
65,000
|
| |
287,624
|
| |
-
|
| |
352,624
|
Nancy Miller-Rich
|
| |
52,500
|
| |
287,624
|
| |
-
|
| |
340,124
|
Shawn Tomasello, MBA
|
| |
57,500
|
| |
287,624
|
| |
-
|
| |
345,124
|
Noriyuki Kasahara, M.D., Ph.D.
|
| |
50,000
|
| |
287,624
|
| |
151,288(2)
|
| |
488,912
|
(1)
|
Amounts shown represent the grant date fair value of stock options granted during fiscal year 2023 as calculated in accordance with FASB ASC Topic 718. See Item 7 of the financial statements and the subsection entitled "Stock-Based Compensation Expense" included in our Form 10-K filed on February 29, 2023 for the assumptions used in calculating these amounts.
|
(2)
|
Dr. Kasahara served as a senior advisor to the Company during 2023 and received the fees indicated in the table above for his consulting services.
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Name
|
| |
Option Awards Outstanding at
2023 Fiscal Year End
|
John Milligan, Ph.D.
|
| |
436,493
|
Charles Theuer, M.D., Ph.D.
|
| |
135,517
|
Jacob Chacko, M.D., MBA
|
| |
122,500
|
Susannah Gray, MBA
|
| |
112,500
|
Nancy Miller-Rich
|
| |
112,500
|
Shawn Tomasello, MBA
|
| |
112,500
|
Noriyuki Kasahara, M.D., Ph.D.
|
| |
67,500
|
Name
|
| |
Age
|
| |
Position(s)
|
David Kirn, M.D.
|
| |
62
|
| |
Chief Executive Officer and Director
|
Uneek Mehra
|
| |
51
|
| |
Chief Financial and Business Officer
|
Fariborz Kamal, Ph.D.
|
| |
61
|
| |
President and Chief Operating Officer
|
Robert Kim, M.D.
|
| |
63
|
| |
Chief Medical Officer
|
Scott Bizily, J.D., Ph.D.
|
| |
52
|
| |
Chief Legal Officer and Corporate Secretary
|
•
|
David Kirn, M.D., our Chief Executive Officer;
|
•
|
Fariborz Kamal, Ph.D., our President and Chief Operating Officer; and
|
•
|
Robert Kim, M.D., our Chief Medical Officer
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)(2)
|
| |
All Other
Compensation
($)(3)
|
| |
Total
($)
|
David Kirn, M.D.
Chief Executive Officer
|
| |
2023
|
| |
596,640
|
| |
-
|
| |
9,278,715
|
| |
394,953
|
| |
16,500
|
| |
10,286,808
|
|
2022
|
| |
585,720
|
| |
-
|
| |
2,367,000
|
| |
321,750
|
| |
13,500
|
| |
3,287,970
|
||
Fariborz Kamal, Ph.D.
Chief Operating Officer & President
|
| |
2023
|
| |
489,389
|
| |
-
|
| |
3,758,059
|
| |
296,812
|
| |
-
|
| |
4,544,260
|
|
2022
|
| |
468,983
|
| |
-
|
| |
1,707,900
|
| |
209,418
|
| |
-
|
| |
2,386,301
|
||
Robert Kim, M.D.
Chief Medical Officer
|
| |
2023
|
| |
456,075
|
| |
-
|
| |
3,260,107
|
| |
232,268
|
| |
16,500
|
| |
3,964,950
|
(1)
|
Amounts shown represents the grant date fair value of options granted as calculated in accordance with ASC Topic 718. For amounts granted in fiscal year 2023, see Item 7 of the financial statements and the subsection entitled "Stock-Based Compensation Expense" of the financial statements included in our Form 10-K filed on February 29, 2023 for the assumptions used in calculating these amounts.
|
(2)
|
Amounts represent the annual performance-based cash bonuses earned by our NEOs based on the achievement of certain corporate performance objectives during 2023. For fiscal year 2023, these amounts were paid to the NEOs in early 2024. Please see the descriptions of the annual performance bonuses paid to our named executive officers under "2023 Bonuses" below.
|
(3)
|
Amounts represent matching contributions made by us under our 401(k) plan.
|
| | | |
Option Awards
|
|||||||||||
Name
|
| |
Vesting
Commencement
Date(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number
of Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
David Kirn, M.D
|
| |
03/08/2021
|
| |
103,125
|
| |
46,875
|
| |
41.66
|
| |
3/7/2031
|
|
02/01/2022
|
| |
68,750
|
| |
81,250
|
| |
15.78
|
| |
1/31/2032
|
||
|
02/10/2023
|
| |
46,250
|
| |
175,750
|
| |
20.24
|
| |
2/9/2033
|
||
|
12/11/2023
|
| |
0
|
| |
590,000
|
| |
14.42
|
| |
12/10/2033
|
||
Fariborz Kamal, Ph.D.
|
| |
10/12/2018(2)
|
| |
214,887
|
| |
0
|
| |
8.27
|
| |
10/11/2028
|
|
12/20/2018(2)
|
| |
71,930
|
| |
0
|
| |
8.27
|
| |
12/19/2028
|
||
|
03/08/2021
|
| |
41,250
|
| |
18,750
|
| |
41.66
|
| |
03/07/2031
|
||
|
02/01/2022
|
| |
32,083
|
| |
37,917
|
| |
15.78
|
| |
01/31/2032
|
||
|
09/01/2022
|
| |
18,750
|
| |
41,250
|
| |
8.04
|
| |
08/31/2032
|
||
|
09/23/2022
|
| |
4,687
|
| |
10,313
|
| |
8.06
|
| |
09/22/2032
|
||
|
02/10/2023
|
| |
15,625
|
| |
59,375
|
| |
20.24
|
| |
2/9/2033
|
||
|
12/11/2023
|
| |
0
|
| |
260,000
|
| |
14.42
|
| |
12/10/2033
|
||
Robert Kim, M.D.
|
| |
10/07/2020(2)
|
| |
116,250
|
| |
31,250
|
| |
18.66
|
| |
11/08/2030
|
|
2/01/2022
|
| |
32,083
|
| |
37,917
|
| |
15.78
|
| |
01/31/2032
|
||
|
09/01/2022
|
| |
18,750
|
| |
41,250
|
| |
8.04
|
| |
08/31/2032
|
||
|
02/10/2023
|
| |
8,333
|
| |
31,667
|
| |
20.24
|
| |
02/09/2033
|
||
|
04/11/2023
|
| |
1,875
|
| |
8,125
|
| |
15.71
|
| |
04/10/2033
|
||
|
12/11/2023
|
| |
0
|
| |
250,000
|
| |
14.42
|
| |
12/10/2033
|
(1)
|
Except as otherwise noted, the option vests as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date.
|
(2)
|
The option vests as to 25% of the shares on the one year anniversary of the vesting commencement date and vest as to 1/48th of the shares monthly thereafter, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date.
|
Plan Category
|
| |
Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
and Rights
(a)
|
| |
Weighted-
Average
Exercise
Price of
Outstanding
Options,
and Rights
(b)
|
| |
Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)
|
Equity Compensation Plans Approved by Stockholders(1)(2)
|
| |
8,240,154
|
| |
$16.21
|
| |
707,405(3)
|
Equity Compensation Plans Not Approved by Stockholders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
8,240,154
|
| |
$16.21
|
| |
707,405
|
(1)
|
Includes the 4D Molecular Therapeutics 2015 Equity Incentive Plan, 2020 Incentive Award Plan, and 2020 Employee Stock Purchase Plan. The number of shares of common stock that may be issued pursuant to outstanding awards under the 2015 Equity Incentive Plan and the 2020 Incentive Award Plan include 8,240,154 shares subject to stock options. The weighted average exercise price shown is for stock options; other outstanding awards had no exercise price. No new awards may be made under the 2015 Equity Incentive Plan.
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(2)
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The 2020 Incentive Plan and the 2020 Employee Stock Purchase Plan contain "evergreen" provisions, pursuant to which (i) the number of shares of common stock reserved for issuance pursuant to awards under the 2020 Incentive Award Plan shall be increased on the first day of each year beginning in 2021 and ending in 2030, equal to the lesser of (A) five percent (5.0%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of common stock as determined by our board of directors; provided, however, that no more than 18,000,000 shares of common stock may be issued upon the exercise of incentive stock options, and (ii) the number of shares of common stock which will be authorized for sale under
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(3)
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Includes 313,034 shares that were available for future issuances as of December 31, 2023 under the 2020 Employee Stock Purchase Plan, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions. Approximately 76,335 shares may be issued with respect to the Employee Stock Purchase Plan purchase period in effect as of December 31, 2023 that ends on May 15, 2024, based on enrollment as of December 31, 2023 and assuming a purchase price equal to 85% of the closing price of our Common Stock on the date as of the beginning of the applicable offering period.
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•
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of our common stock;
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•
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each of our directors;
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•
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each of our NEOs; and
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•
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all directors and executive officers as a group.
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Name of Beneficial Owner
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Number of
Outstanding
Shares
Beneficially
Owned
|
| |
Number of
Shares
Exercisable
Within
60 Days
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage of
Shares
Beneficially
Owned
|
5% and Greater Stockholders:
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| | | | | | | | ||||
Venrock Healthcare Capital Partners III, L.P.(1)
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| |
4,400,000
|
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-
|
| |
4,400,000
|
| |
8.6%
|
Viking Global Opportunities Illiquid Investments Sub-Master LP(2)
|
| |
4,247,914
|
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-
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| |
4,247,914
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| |
8.3%
|
RA Capital Management, L.P.(3)
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| |
4,163,211
|
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-
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| |
4,163,211
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8.1%
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Biotechnology Value Fund, L.P.(4)
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4,007,413
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-
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| |
4,007,413
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| |
7.8%
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BlackRock, Inc.(5)
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3,464,587
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-
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| |
3,464,587
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6.8%
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Janus Henderson Group plc(6)
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3,093,296
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-
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| |
3,093,296
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6.0%
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Executive Officers and Directors:
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| | | | | | | | ||||
David Kirn, M.D.(7)
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1,659,513
|
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337,083
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1,996,236
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3.9%
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John F. Milligan, Ph.D.(8)
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100,000
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381,790
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481,790
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*
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Jacob Chacko, M.D., MBA
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| |
-
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100,000
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| |
100,000
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| |
*
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Susannah Gray, MBA
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-
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90,000
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| |
90,000
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| |
*
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Nancy Miller-Rich
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-
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| |
90,000
|
| |
90,000
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| |
*
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Charles Theuer, M.D., Ph.D.
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32,351
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113,017
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145,368
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| |
*
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Shawn Cline Tomasello, MBA
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-
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90,000
|
| |
90,000
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| |
*
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Fariborz Kamal, Ph.D.
|
| |
5,942
|
| |
458,170
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| |
464,112
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| |
*
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Robert Kim, M.D.
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1,043
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216,415
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| |
217,458
|
| |
*
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All executive officers and directors as a group (11 persons)
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1,805,279
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1,963,397
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3,768,676
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7.3%
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*
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Indicates beneficial ownership of less than 1% of the total outstanding common stock.
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(1)
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Consists of (i) 1,103,763 shares held by Venrock Healthcare Capital Partners III, L.P., (ii) 110,418 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 3,185,819 shares held by Venrock Healthcare Capital Partners EG, L.P., as reported on a Schedule 13G filed with the SEC on February 14, 2024. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III,
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(2)
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Consists of 4,247,914 shares of our common stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP (Opportunities Fund), as reported on a Schedule 13G/A filed with the SEC on January 8, 2024. Opportunities Fund has the authority to dispose of and vote the shares directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC (Opportunities GP), and by Viking Global Investors LP (VGI), which provides managerial services to Opportunities Fund. O. Andreas Halvorsen, David C. Ott and Rose Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI) and Opportunities GP, have shared authority to direct the voting and disposition of investments beneficially owned by the Opportunities Fund and Opportunities GP. The business address of each of the entities is 600 Washington Blvd., Floor 11, Stamford, CT 06901.
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(3)
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Consists of 4,163,211 shares of our common stock held by RA Capital Healthcare Fund, L.P. (the "Fund"), as reported on a Schedule 13G filed with the SEC on February 14, 2024. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities. The business address of each of the entities is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116.
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(4)
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Consists of the following amounts beneficially owned, as reported by Biotechnology Value Fund, L.P. ("BVF") and affiliated entities on a Schedule 13G filed with the SEC on February 14, 2024: (i) BVF beneficially owned 2,132,411 Shares, (ii) Biotechnology Value Fund II, L.P. ("BVF2") beneficially owned 1,570,857 Shares and (iii) Biotechnology Value Trading Fund OS LP ("Trading Fund OS") beneficially owned 209,716 Shares. BVF I GP LLC ("BVF GP"), as the general partner of BVF, may be deemed to beneficially own the 2,132,411 Shares beneficially owned by BVF. BVF II GP LLC ("BVF2 GP"), as the general partner of BVF2, may be deemed to beneficially own the 1,570,857 Shares beneficially owned by BVF2. BVF Partners OS Ltd. ("Partners OS"), as the general partner of Trading Fund OS, may be deemed to beneficially own the 209,716 Shares beneficially owned by Trading Fund OS. BVF GP Holdings LLC ("BVF GPH"), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 3,703,268 Shares beneficially owned in the aggregate by BVF and BVF2. BVF Partners L.P. ("Partners"), as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,007,413 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in certain Partners managed accounts (the "Partners Managed Accounts"), including 94,429 Shares held in the Partners Managed Accounts. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,007,413 Shares beneficially owned by Partners. Mark N. Lampert ("Mr. Lampert"), as a director and officer of BVF Inc., may be deemed to beneficially own the 4,007,413 Shares beneficially owned by BVF Inc. The foregoing should not be construed in and of itself as an admission by any such reporting persons as to beneficial ownership of any shares owned by another reporting person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts. The business address of BVF is 44 Montgomery St., 40th Floor, San Francisco, CA 94104.
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(5)
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Consists of 3,464,587 shares of our common stock held by BlackRock, Inc. as reported by BlackRock, Inc. on a Schedule 13G filed with the SEC on January 25, 2024. BlackRock, Inc. reported sole voting power as to 3,396,958 shares of common stock, and reported sole dispositive power as to 3,464,587 shares of common stock. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
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(6)
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Consists of 3,093,296 shares of our common stock held by entities affiliated with Janus Henderson Group plc ("Janus Henderson"), as reported by Janus Henderson on a Schedule 13G filed with the SEC on February 13, 2024. The business address of Janus Henderson is 201 Bishopsgate, EC2M 3AE, United Kingdom.
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(7)
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Consists of (i) 1,159,513 shares of our common stock held directly by David Kirn, (ii) 337,083 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 3, 2024 held directly by David Kirn, and (iii) 600,000 shares of common stock held by family trusts over which David Kirn acts as investment advisor.
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(8)
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Consists of 100,000 shares of our common stock directly held by the John F. Milligan & Kathryn Bradford Milligan Trust, and (ii) 381,790 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 3, 2024 held directly by John. F. Milligan.
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By Order of the Board of Directors
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| | ||
/s/ DAVID KIRN
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| | |
David Kirn, M.D.
|
| | |
Chief Executive Officer and Director
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Attachments
Disclaimer
4D Molecular Therapeutics Inc. published this content on 10 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2024 20:12:03 UTC.