Sec Form 3 Filing - HEALY JAMES @ CinCor Pharma, Inc. - 2022-01-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
HEALY JAMES
2. Issuer Name and Ticker or Trading Symbol
CinCor Pharma, Inc. [ CINC]
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 CINCOR PHARMA, INC, 200 CLARENDON STREET, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2022
(Street)
BOSTON, MA02116
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
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 ) ( 1 ) ( 1 ) Common Stock 3,991,596( 1 ) I By Sofinnova Venture Partners X, L.P.( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,257,353( 1 ) I By Sofinnova Venture Partners X, L.P.( 2 )
Stock Option (Right to Buy) $ 13.6 ( 3 ) 12/09/2031 Common Stock 29,411 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HEALY JAMES
C/O CINCOR PHARMA, INC
200 CLARENDON STREET, 6TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ Cathy Rude, Attorney-in-Fact 01/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock and Series B Preferred Stock will automatically convert into shares of Common Stock on a 3.4:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
( 2 )The shares are directly held by Sofinnova Venture Partners X, L.P. ("SVP X"). Sofinnova Management X, L.L.C. ("SM X") is the general partner of SVP X. The Reporting Person is a managing member of SM X and may be deemed to share voting and dispositive power over the shares held by SVP X. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
( 3 )This option vests in equal annual installments over a three-year period measured from one year following December 10, 2021, subject to the continued service by the Reporting Person to the Issuer as of the applicable vesting date.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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