Sec Form 4 Filing - RA CAPITAL MANAGEMENT, L.P. @ Nkarta, Inc. - 2022-06-08

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
Nkarta, Inc. [ NKTX]
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)
200 BERKELEY STREET, 18TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2022
(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
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
Stock Option (Right to Buy) $ 14.95 06/08/2022 A 16,000 ( 2 ) 06/07/2032 Common Stock 16,000 $ 0 16,000 I See Footnote( 1 )( 2 )( 3 )
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 X
RA Capital Healthcare Fund LP
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X X
RA Capital Nexus Fund, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X X
Kolchinsky Peter
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET 18TH FLOOR
BOSTON, MA02116
X X
Shah Rajeev M.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET 18TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 06/10/2022
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. 06/10/2022
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P. 06/10/2022
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 06/10/2022
Signature of Reporting Person Date
/s/ Rajeev Shah, individually 06/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus 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.
( 2 )All shares subject to the option vest 100% on the first to occur of (i) June 8, 2023 or (ii) the day immediately preceding the first annual meeting of the Issuer's stockholders to occur after the date of grant of the award. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Zach Scheiner's, a Principal of the Adviser, separation from service with the Issuer due to the Mr. Scheiner's death or "disability" (as described in the applicable award agreement).
( 3 )Under Mr. Scheiner's arrangement with the Adviser, Mr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund. Mr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest.

Remarks:
Zach Scheiner, a Principal of the Adviser, serves on the Issuer's board of directors.

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