SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2022
3. Issuer Name and Ticker or Trading Symbol
PepGen Inc. [ PEPG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Preferred Stock (1) (1) Common Stock 2,160,845(2) (1) I See footnotes(2)(5)
Series A-2 Preferred Stock (1) (1) Common Stock 417,972(3) (1) I See footnotes(3)(5)
Series A-2 Preferred Stock (1) (1) Common Stock 207,672(4) (1) I See footnotes(4)(5)
Series B Preferred Stock (1) (1) Common Stock 1,481,383(2) (1) I See footnotes(2)(5)
Series B Preferred Stock (1) (1) Common Stock 634,878(3) (1) I See footnotes(3)(5)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP

(Last) (First) (Middle)
200 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund II, L.P.

(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kolchinsky Peter

(Last) (First) (Middle)
200 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shah Rajeev M.

(Last) (First) (Middle)
200 BERKELEY STREET
18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The Issuer effected a 1.018-for-1 reverse stock split of its Common Stock on April 29, 2022 ("Reverse Split"). After giving effect to the Reverse Split, the shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock are convertible, at any time, at the holder's election, into shares of the Issuer's common stock at a ratio of 1.018-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock will automatically convert into shares of the Issuer's common stock at a ratio of 1.018-for-1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock have no expiration date.
2. These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
3. These securities are held directly by RA Capital Nexus Fund II, L.P. ("Nexus Fund II").
4. These securities are held directly by a separately managed account. (the "Account").
5. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, Nexus Fund II and 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. 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.
Remarks:
Dr. Joshua Resnick, a Managing Director of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 05/05/2022
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. 05/05/2022
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC the General Partner of RA Capital Nexus Fund II, L.P. 05/05/2022
/s/ Peter Kolchinsky, individually 05/05/2022
/s/ Rajeev Shah, individually 05/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.