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) 06/27/2019 |
3. Issuer Name and Ticker or Trading Symbol
Karuna Therapeutics, Inc. [ KRTX ] |
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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) |
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 | ||||
Stock Option (Right to Buy) | (1) | 03/04/2021 | Common Stock | 292,207 | $0.11 | D | |
Stock Option (Right to Buy) | (1) | 04/30/2028 | Common Stock | 64,466 | $7.04 | D | |
Stock Option (Right to Buy) | (2) | 04/30/2028 | Common Stock | 71,628 | $7.04 | D | |
Stock Option (Right to Buy) | (3) | 08/09/2028 | Common Stock | 784,555 | $7.27 | D | |
Stock Option (Right to Buy) | (4) | 03/21/2029 | Common Stock | 449,463 | $9.2 | D | |
Stock Option (Right to Buy) | (4) | 03/29/2029 | Common Stock | 87,494 | $9.2 | D | |
Stock Option (Right to Buy) | (4) | 04/08/2029 | Common Stock | 15,205 | $9.2 | D | |
Series A Preferred Stock | (5) | (5) | Common Stock | 96,485 | (5) | D |
Explanation of Responses: |
1. This option is fully vested and exercisable as of the date hereof. |
2. This option shall vest and become exercisable in six equal semi-annual installments on each six month anniversary of February 28, 2018. |
3. This option (the "Initial Option Grant") shall vest and become exercisable in thirty monthly installments on each one month anniversary of June 15, 2018. An additional 274,594 shares vested upon closing of the Series B financing by Karuna Therapeutic, Inc. (the "Company") in March 2019. Upon the closing of the Company's initial public offering, an additional 50% of those shares that remain unvested will vest and become exercisable. |
4. Vests concurrently with the Initial Option Grant, as described in footnote 3. At time of each grant, 65% of the shares underlying the grant were vested, with the remaining vesting concurrently with the Initial Option Grant. |
5. The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Steven Paul | 06/27/2019 | |
** 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. |