Sec Form 4 Filing - RA CAPITAL MANAGEMENT, L.P. @ Fulcrum Therapeutics, Inc. - 2023-01-04

Insider filing report for Changes in Beneficial Ownership
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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
RA CAPITAL MANAGEMENT, L.P.
2. Issuer Name and Ticker or Trading Symbol
Fulcrum Therapeutics, Inc. [ FULC]
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)
200 BERKELEY STREET, 18TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2023
(Street)
BOSTON, MA02116
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 01/04/2023 P 122,334 A $ 7.0276( 1 ) 9,628,259( 2 ) I See Footnotes( 2 )( 5 )
Common Stock 01/04/2023 P 58,369 A $ 7.7968( 3 ) 9,686,628( 4 ) I See Footnotes( 4 )( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
RA Capital Healthcare Fund LP
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT,
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT,
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 01/06/2023
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. 01/06/2023
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 01/06/2023
Signature of Reporting Person Date
/s/ Rajeev Shah, individually 01/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $6.64 to $7.63; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Form 4, were effected.
( 2 )Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
( 3 )This transaction was executed in multiple trades at prices ranging from $7.64 to $8.00; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes, upon request, to provide full information to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer regarding the number of shares and prices at which these transactions, and all other transactions reported in this Form 4, were effected.
( 4 )Held directly by the Fund.
( 5 )RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

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