| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Olema Pharmaceuticals, Inc. [ OLMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/08/2025 | P | 300,000 | A | $5.7579(3) | 7,800,000 | I | See footnotes(1)(2) | ||
| Common Stock | 01/10/2025 | J(4) | 3,500,000 | D | (4) | 4,300,000 | I | See footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Pre-Funded Warrant (right to buy) | $0.0001 | 01/10/2025 | J(4) | 3,500,000(5) | 01/13/2025 | (6) | Common Stock | 3,500,000(5) | (4) | 3,500,000(5) | 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. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $5.44 to $5.92, inclusive. The reporting persons undertake to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| 4. On January 10, 2025, BCLS Opportunities IV entered into an exchange agreement with the Issuer pursuant to which BCLS Opportunities IV exchanged 3,500,000 shares of Common Stock for a pre-funded warrant to purchase 3,500,000 shares of common stock in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended. The exchange transaction did not result in any change in the Bain Capital Life Sciences Entities pecuniary interest in the subject equity securities. |
| 5. 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. |
| 6. 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 4 (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