Sec Form 4 Filing - RA CAPITAL MANAGEMENT, L.P. @ Freenome, Inc. - 2026-07-20

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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
Freenome, Inc. [ FRNM]
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)
07/20/2026
(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 07/20/2026 A 6,561,711 ( 1 ) A 7,311,711 I See footnotes ( 3 ) ( 4 )
Common Stock 07/20/2026 A 970,950 ( 1 ) A 970,950 I See footnotes ( 3 ) ( 6 )
Common Stock 07/20/2026 A 553,703 ( 1 ) A 553,703 I See footnotes ( 3 ) ( 8 )
Common Stock 07/20/2026 A 908,103 ( 1 ) A 908,103 I See footnotes ( 3 ) ( 10 )
Common Stock 07/20/2026 A 367,427 ( 1 ) A 367,427 I See footnotes ( 3 ) ( 12 )
Common Stock 07/20/2026 A 4,918,411 A $ 10 12,230,122 I See footnotes ( 3 ) ( 4 )
Common Stock 07/20/2026 A 336,965 A $ 10 1,245,068 I See footnotes ( 3 ) ( 10 )
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 X
RA Capital Healthcare Fund LP
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X X
RA Capital Nexus Fund, L.P.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
RA Capital Nexus Fund II, L.P.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
X
RA Capital Nexus Fund III, L.P.
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
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. 07/22/2026
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. 07/22/2026
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. 07/22/2026
Signature of Reporting Person Date
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. 07/22/2026
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. 07/22/2026
Signature of Reporting Person Date
/s/ Peter Kolchinsky, individually 07/22/2026
Signature of Reporting Person Date
/s/ Rajeev Shah, individually 07/22/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer, StarNet Merger Sub II, LLC, a wholly-owned subsidiary of the Issuer, and Freenome Holdings, Inc. ("Old Freenome") (the "Business Combination").
( 2 )Received in the Business Combination in exchange for 4,886,446 shares of Series B Preferred Stock, 4,111,335 shares of Series C Preferred Stock, 4,093,925 shares of Series D Preferred Stock and 10,103,180 shares of Series F Preferred Stock of Old Freenome.
( 3 )RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). 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. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
( 4 )Held directly by the Fund.
( 5 )Received in the Business Combination in exchange for 1,920,093 shares of Series B Preferred Stock and 1,512,104 shares of Series C Preferred Stock of Old Freenome.
( 6 )Held directly by the Nexus Fund.
( 7 )Received in the Business Combination in exchange for 1,754,539 shares of Series D Preferred Stock and 202,739 shares of Series F Preferred Stock of Old Freenome.
( 8 )Held directly by Nexus Fund II.
( 9 )Received in the Business Combination in exchange for 3,210,040 shares of Series F Preferred Stock of Old Freenome.
( 10 )Held directly by Nexus Fund III.
( 11 )Received in the Business Combination in exchange for 873,834 shares of Series B Preferred Stock and 424,978 shares of Series C Preferred Stock of Old Freenome.
( 12 )Held directly by the Account.

Remarks:
Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.

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