| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/08/2025 |
3. Issuer Name and Ticker or Trading Symbol
Olema Pharmaceuticals, Inc. [ OLMA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 7,500,000 | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Pre-Funded Warrant (right to buy) | 12/04/2024 | (4) | Common Stock | 4,513,216(3) | 0.0001 | I | See footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents securities held directly by Bain Capital Life Sciences Opportunities IV, L.P. ("BCLS Opportunities IV"). |
| 2. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences IV General Partner, LLC ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P. ("BCLS Fund IV"), which is the sole member of Bain Capital Life Sciences Opportunities IV GP, LLC ("BCLS Opportunities IV GP" and, together with BCLSI, BCLS Fund IV GP, BCLS Fund IV, BCLS Opportunities IV GP and BCLS Opportunities IV, the "Bain Capital Life Sciences Entities"), which is the general partner of BCLS Opportunities IV. As a result, each of BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Opportunities IV GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Opportunities IV. BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Opportunities IV GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 3. BCLS Opportunities IV is prohibited from exercising this pre-funded warrant if the Bain Capital Life Sciences Entities would, in the aggregate, beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise. |
| 4. The pre-funded warrant does not expire. |
| See signatures included in Exhibit 99.1 | 01/13/2025 | |
| ** 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. | ||
Exhibit 99.1
Bain Capital Life Sciences Investors, LLC
By: /s/ Andrew Hack
Title: Partner
Bain Capital Life Sciences IV General Partner, LLC
By: Bain Capital Life Sciences Investors, LLC, its manager
By: /s/ Andrew Hack
Title: Partner
Bain Capital Life Sciences Fund IV, L.P.
By: Bain Capital Life Sciences IV General Partner, LLC, its general partner
By: Bain Capital Life Sciences Investors, LLC, its manager
By: /s/ Andrew Hack
Title: Partner
Bain Capital Life Sciences Opportunities IV GP, LLC
By: Bain Capital Life Sciences Fund IV, L.P., its sole member
By: Bain Capital Life Sciences IV General Partner, LLC, its general partner
By: Bain Capital Life Sciences Investors, LLC, its manager
By: /s/ Andrew Hack
Title: Partner
Bain Capital Life Sciences Opportunities IV, L.P.
By: Bain Capital Life Sciences Opportunities IV GP, LLC, its general partner
By: Bain Capital Life Sciences Fund IV, L.P., its sole member
By: Bain Capital Life Sciences IV General Partner, LLC, its general partner
By: Bain Capital Life Sciences Investors, LLC, its manager
By: /s/ Andrew Hack
Title: Partner