Sec Form 3 Filing - SEIDENBERG BETH C @ Sagimet Biosciences Inc. - 2023-07-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SEIDENBERG BETH C
2. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SAGIMET BIOSCIENCES INC., 155 BOVET ROAD, SUITE 303
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2023
(Street)
SAN MATEO,, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 38,763 I See footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 6,781 I See footnote ( 1 )
Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 6,208 I See footnote ( 1 )
Series B-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 108,163 I See footnote ( 1 )
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 108,163 I See footnote ( 1 )
Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 76,796 I See footnote ( 1 )
Series E Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 84,768 D ( 3 )
Series E Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,297,549 I See footnote ( 1 )
Series F Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 257,052 I See footnote ( 1 )
Stock Option (Right to Buy) $ 6.36 ( 4 ) 04/28/2029 Common Stock 23,216 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEIDENBERG BETH C
SAGIMET BIOSCIENCES INC.
155 BOVET ROAD, SUITE 303
SAN MATEO,, CA94402
X
Signatures
/s/ Dennis Hom, Attorney-in-Fact 07/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
( 2 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock on a 79.4784-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on July 7, 2023) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.
( 3 )Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee".
( 4 )The shares underlying this option are fully vested and exercisable as of the date hereof.

Remarks:
Exhibit 24 - Power of Attorney

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