Sec Form 4 Filing - SEIDENBERG BETH C @ Sagimet Biosciences Inc. - 2023-07-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
07/18/2023
(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 07/18/2023 D( 1 ) 38,763 D 0 I See footnote ( 2 )
Series A Common Stock 07/18/2023 A( 1 ) 38,763 A 38,763 I See footnote ( 2 )
Series A Common Stock 07/18/2023 C( 3 ) 1,860,712 A 1,899,475 I See footnote ( 2 )
Series A Common Stock 07/18/2023 C( 3 ) 84,768 A 84,768 D ( 4 )
Series A Common Stock 07/18/2023 P 46,875 A $ 16 46,875 I By trust ( 5 )
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 ( 3 ) 07/18/2023 C( 3 ) 539,006 ( 3 ) ( 3 ) Series A Common Stock 6,781 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 493,370 ( 3 ) ( 3 ) Series A Common Stock 6,208 $ 0 0 I See footnote ( 2 )
Series B-1 Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 8,596,590 ( 3 ) ( 3 ) Series A Common Stock 108,163 $ 0 0 I See footnote ( 2 )
Series C Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 8,596,589 ( 3 ) ( 3 ) Series A Common Stock 108,163 $ 0 0 I See footnote ( 2 )
Series D Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 6,103,580 ( 3 ) ( 3 ) Series A Common Stock 76,796 $ 0 0 I See footnote ( 2 )
Series E Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 6,737,254 ( 3 ) ( 3 ) Series A Common Stock 84,768 $ 0 0 D ( 4 )
Series E Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 103,127,234 ( 3 ) ( 3 ) Series A Common Stock 1,297,549 $ 0 0 I See footnote ( 2 )
Series F Preferred Stock ( 3 ) 07/18/2023 C( 3 ) 20,430,107 ( 3 ) ( 3 ) Series A Common Stock 257,052 $ 0 0 I See footnote ( 2 )
Stock Option (Right to Buy) $ 6.36 07/18/2023 D( 1 ) 23,216 ( 6 ) 04/28/2029 Common Stock 23,216 $ 0 0 D
Stock Option (Right to Buy) $ 6.36 07/18/2023 A( 1 ) 23,216 ( 6 ) 04/28/2029 Series A Common Stock 23,216 $ 0 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 07/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.
( 2 )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.
( 3 )Upon closing of the Issuer's initial public offering, 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") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date.
( 4 )Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee".
( 5 )Shares held by the Seidenberg/Vogel Revocable Trust UA 3/6/03, of which the Reporting Person serves as a trustee. 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.
( 6 )The shares underlying this option are fully vested and exercisable as of the date hereof.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.