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Sec Form 4 Filing - VIKING GLOBAL INVESTORS LP @ 4D Molecular Therapeutics Inc. - 2020-12-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
VIKING GLOBAL INVESTORS LP
2. Issuer Name and Ticker or Trading Symbol
4D Molecular Therapeutics Inc. [ FDMT]
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)
55 RAILROAD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(Street)
GREENWICH, CT06830
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 12/15/2020 C 2,004,581 A 2,004,581 I See Explanation Responses ( 1 ) ( 2 )
Common Stock 12/15/2020 C 833,333 A 2,837,914 I See Explanation Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 12/15/2020 P 1,100,000 A $ 23 3,937,914 I See Explanation Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )
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 B Redeemable Convertible Preferred Stock ( 5 ) 12/15/2020 C 2,004,581 ( 5 ) ( 5 ) Common Stock 2,004,581 ( 5 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )
Series C Redeemable Convertible Preferred Stock ( 6 ) 12/15/2020 C 833,333 ( 6 ) ( 6 ) Common Stock 833,333 ( 6 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VIKING GLOBAL INVESTORS LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Viking Global Opportunities Illiquid Investments Sub-Master LP
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Viking Global Opportunities Portfolio GP LLC
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Viking Global Opportunities GP LLC
55 RAILROAD AVENUE
GREENWICH, CT06830
X
HALVORSEN OLE ANDREAS
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Ott David C.
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Shabet Rose Sharon
55 RAILROAD AVENUE
GREENWICH, CT06830
X
Signatures
/s/ O. Andreas Halvorsen(7)(8) 12/17/2020
** Signature of Reporting Person Date
/s/ David C. Ott(7)(8) 12/17/2020
** Signature of Reporting Person Date
/s/ Rose S. Shabet(7)(8) 12/17/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Each of VGI, Opportunities GP, Opportunities Portfolio GP, VGOL, Opportunities Fund, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the shares reported on this form.
( 2 )On December 15, 2020, Opportunities Fund acquired 1,100,000 shares of common stock of the Issuer ("Common Stock") at a price of $23.00 per share in connection with the Issuer's (as defined below) initial public offering. VGI provides managerial services to Opportunities Fund, which directly holds the 3,937,914 shares of Common Stock reported herein. Because of the relationship between VGI and VGOP, VGI may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund.
( 3 )Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund.
( 4 )The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 5 )The Series B Redeemable Convertible Preferred Stock were convertible into Common Stock on a one-for-one basis into the number of shares of Common Stock at the Reporting Person's election and were automatically converted upon the closing of the initial public offering of 4D Molecular Therapeutics, Inc. (the "Issuer"). The shares had no expiration date.
( 6 )The Series C Redeemable Convertible Preferred Stock were convertible into Common Stock on a one-for-one basis into the number of shares of Common Stock at the Reporting Person's election and were automatically converted upon the closing of the initial public offering of the Issuer. The shares had no expiration date.

Remarks:
7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 8. Each of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing individually and as an Executive Committee Member ofVIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Memberof VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GPLLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP.Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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.