Sec Form 4 Filing - RA CAPITAL MANAGEMENT, L.P. @ Mineralys Therapeutics, Inc. - 2023-02-09

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
Mineralys Therapeutics, Inc. [ MLYS]
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)
02/09/2023
(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
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 $ 16 02/09/2023 A 44,000 ( 1 ) 02/09/2023 Common Stock 44,000 $ 0 44,000 I See footnote ( 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 III, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X X
Kolchinsky Peter
200 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X X
Shah Rajeev M.
200 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 02/13/2023
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. 02/13/2023
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 02/13/2023
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 02/13/2023
Signature of Reporting Person Date
/s/ Rajeev Shah, individually 02/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock option vests in 36 monthly installments beginning on March 9, 2023.
( 2 )The option was awarded to Dr. Derek DiRocco in connection with his service as a director of the Issuer. Dr. DiRocco is a Partner of RA Capital Management, L.P. (the "Adviser") and, under his arrangement with the Adviser, Dr. DiRocco holds the option for the benefit of RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). Dr. DiRocco 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 Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
( 3 )The Adviser is the investment manager for the Fund and Nexus Fund III. The general partner of the Fund is RA Capital Management GP, LLC (the "Adviser GP"), of which Peter Kolchinsky, Ph.D. and Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah may be deemed to have voting and investment power over the shares held of record by the Fund and Nexus Funds III. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:
Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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