Sec Form 4 Filing - RiverVest Venture Fund III, L.P. @ Reneo Pharmaceuticals, Inc. - 2021-04-09

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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
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1. Name and Address of Reporting Person
RiverVest Venture Fund III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Reneo Pharmaceuticals, Inc. [ RPHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
101 S. HANLEY ROAD, SUITE 1850
3. Date of Earliest Transaction (MM/DD/YY)
04/09/2021
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/09/2021 C 1,100,765 A 1,380,107 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Common Stock 04/09/2021 C 829,113 A 2,209,220 I See footnote ( 5 ) ( 6 )
Common Stock 04/09/2021 P( 7 ) 200,000 ( 7 ) A $ 15 2,409,220 I See footnote ( 8 )
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 ( 1 ) 04/09/2021 C 4,925,711 ( 1 ) ( 1 ) Common Stock 1,100,765 $ 0 0 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series B Preferred Stock ( 1 ) 04/09/2021 C 3,710,116 ( 1 ) ( 1 ) Common Stock 829,113 $ 0 0 I See footnote ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RiverVest Venture Fund III, L.P.
101 S. HANLEY ROAD
SUITE 1850
ST. LOUIS, MO63105
X
RiverVest Venture Fund III (Ohio), L.P.
101 S. HANLEY ROAD
SUITE 1850
ST. LOUIS, MO63105
X
RiverVest Venture Fund IV, L.P.
101 S. HANLEY ROAD
SUITE 1850
ST. LOUIS, MO63105
X
Signatures
/s/ Jay Schmelter, Manager of RiverVest Venture Partners III, LLC 04/13/2021
Signature of Reporting Person Date
/s/ Jay Schmelter, Manager of RiverVest Venture Partners IV, LLC 04/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into 1 share of the Issuer's common stock for each 4.4748 shares of Preferred Stock upon the closing of the Issuer's initial public offering on April 9, 2021. The shares have no expiration date.
( 2 )Consists of shares held of record by (i) RiverVest Venture Fund III, L.P. ("RiverVest III"), (ii) RiverVest Venture Fund III (Ohio), L.P. ("RiverVest (Ohio) III"), and (iii) RiverVest Venture Fund IV, L.P ("RiverVest IV").
( 3 )The shares held by RiverVest III are indirectly held by RiverVest Venture Partners III, L.P. ("RiverVest Partners III"), which is the general partner of RiverVest III. The shares held by RiverVest (Ohio) III are indirectly held by RiverVest Venture Partners III (Ohio), LLC ("RiverVest Partners (Ohio) III"), which is the general partner of RiverVest (Ohio) III. RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III.
( 4 )The individual managers of RiverVest Ventures Partners III, LLC are Thomas C. Melzer, Jay Schmelter and John P. McKearn, Ph.D. RiverVest Partners III, RiverVest Partners (Ohio) III, RiverVest Venture Partners III, LLC and each of the individual managers share voting and dispositive power with regard to the Issuer's securities directly held by RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P.
( 5 )Consists of shares held of record by RiverVest IV.
( 6 )The shares held by RiverVest IV are indirectly held by RiverVest Venture Partners IV, L.P., its general partner ("RiverVest Partners IV"). RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV. The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and Niall O'Donnell, a member of the Issuer's board of directors. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers share voting and dispositive power with regard to the Company's securities directly held by RiverVest IV.
( 7 )RiverVest IV purchased the shares in the Issuer's initial public offering.
( 8 )The 2,409,220 shares consists of (i) 328,094 shares held of record by RiverVest III, (ii) 17,413 shares held of record by RiverVest (Ohio) III, and (iii) 2,063,713 shares held of record by RiverVest IV.

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