Sec Form 4 Filing - PARMAR KUSH @ Entrada Therapeutics, Inc. - 2021-11-02

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
PARMAR KUSH
2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ENTRADA THERAPEUTICS, INC., 6 TIDE STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2021
(Street)
BOSTON, MA02210
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 11/02/2021 C 318,616 A 649,771 I See Footnote ( 2 )
Common Stock 11/02/2021 C 2,371,739 A 3,021,510 I See Footnote ( 2 )
Common Stock 11/02/2021 C 564,217 A 564,217 I See Footnote ( 3 )
Common Stock 11/02/2021 C 254,512 A 3,276,022 I See Footnote ( 2 )
Common Stock 11/02/2021 C 318,140 A 882,357 I See Footnote ( 3 )
Common Stock 11/02/2021 P 250,000 A $ 20 1,132,357 I See Footnote ( 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 Seed Preferred Stock ( 1 ) 11/02/2021 C 318,616 ( 1 ) ( 1 ) Common Stock 318,616 $ 0 ( 1 ) 0 I See Footnote ( 2 )
Series A Preferred Stock ( 1 ) 11/02/2021 C 2,371,739 ( 1 ) ( 1 ) Common Stock 2,371,739 $ 0 ( 1 ) 0 I See Footnote ( 2 )
Series A Preferred Stock ( 1 ) 11/02/2021 C 564,217 ( 1 ) ( 1 ) Common Stock 564,217 $ 0 ( 1 ) 0 I See Footnote ( 3 )
Series B Preferred Stock ( 1 ) 11/02/2021 C 254,512 ( 1 ) ( 1 ) Common Stock 254,512 $ 0 ( 1 ) 0 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) 11/02/2021 C 318,140 ( 1 ) ( 1 ) Common Stock 318,140 $ 0 ( 1 ) 0 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PARMAR KUSH
C/O ENTRADA THERAPEUTICS, INC.
6 TIDE STREET
BOSTON, MA02210
X X
Signatures
/s/ Jared Cohen, as Attorney-in-Fact 11/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for- 7.235890014 reverse stock split which became effective on October 22, 2021. The Series A Preferred Stock and Series B Preferred Stock have no expiration date.
( 2 )Shares are held by 5AM Ventures V, L.P. ("5AM V"). 5AM Partners V, LLC ("5AM Partners") is the sole general partner of 5AM V. Kush M. Parmar, M.D., Ph.D. is a managing member of 5AM Partners and may be deemed to share voting and investment power over the shares held by 5AM V. Dr. Parmar disclaims beneficial ownership of the shares held by 5AM V except to the extent of his pecuniary interest therein.
( 3 )Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Kush M. Parmar, M.D., Ph.D. is a managing member of Opportunities GP and may be deemed to share voting and investment power over the shares held by Opportunities. Dr. Parmar disclaims beneficial ownership of the shares held by Opportunities except to the extent of his pecuniary interest therein.
( 4 )On November 2, 2021, Opportunities purchased 250,000 shares of Common Stock of the Issuer at a price of $20.00 per share pursuant to an underwritten public offering.

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