SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Kemble George

(Last) (First) (Middle)
SAGIMET BIOSCIENCES INC.
155 BOVET RD., SUITE 303

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/18/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
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 (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
Stock Option (Right to Buy) $0.79 07/18/2023 D(1) 5,630 (2) 09/26/2023 Common Stock 5,630 $0 0 D
Stock Option (Right to Buy) $0.79 07/18/2023 A(1) 5,630 (2) 09/26/2023 Series A Common Stock 5,630 $0 5,630 D
Stock Option (Right to Buy) $11.13 07/18/2023 D(1) 3,179 (2) 03/12/2024 Common Stock 3,179 $0 0 D
Stock Option (Right to Buy) $11.13 07/18/2023 A(1) 3,179 (2) 03/12/2024 Series A Common Stock 3,179 $0 3,179 D
Stock Option (Right to Buy) $23.05 07/18/2023 D(1) 7,147 (2) 12/16/2024 Common Stock 7,147 $0 0 D
Stock Option (Right to Buy) $23.05 07/18/2023 A(1) 7,147 (2) 12/16/2024 Series A Common Stock 7,147 $0 7,147 D
Stock Option (Right to Buy) $19.87 07/18/2023 D(1) 26,352 (2) 10/12/2025 Common Stock 26,352 $0 0 D
Stock Option (Right to Buy) $19.87 07/18/2023 A(1) 26,352 (2) 10/12/2025 Series A Common Stock 26,352 $0 26,352 D
Stock Option (Right to Buy) $6.36 07/18/2023 D(1) 367,824 (2) 04/27/2029 Common Stock 367,824 $0 0 D
Stock Option (Right to Buy) $6.36 07/18/2023 A(1) 367,824 (2) 04/27/2029 Series A Common Stock 367,824 $0 367,824 D
Stock Option (Right to Buy) $6.36 07/18/2023 D(1) 46,432 (2) 04/27/2029 Common Stock 46,432 $0 0 D
Stock Option (Right to Buy) $6.36 07/18/2023 A(1) 46,432 (2) 04/27/2029 Series A Common Stock 46,432 $0 46,432 D
Stock Option (Right to Buy) $6.36 07/18/2023 D(1) 526,332 (3) 01/26/2031 Common Stock 526,332 $0 0 D
Stock Option (Right to Buy) $6.36 07/18/2023 A(1) 526,332 (3) 01/26/2031 Series A Common Stock 526,332 $0 526,332 D
Stock Option (Right to Buy) $7.15 07/18/2023 D(1) 21,173 (4) 10/16/2032 Common Stock 21,173 $0 0 D
Stock Option (Right to Buy) $7.15 07/18/2023 A(1) 21,173 (4) 10/16/2032 Series A Common Stock 21,173 $0 21,173 D
Explanation of Responses:
1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.
2. This option is fully vested and exercisable as of the date hereof.
3. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following January 27, 2021, subject to the Reporting Person's continued service on each such vesting date.
4. 25% of the shares underlying this option shall vest and become exercisable on October 17, 2023, with the remainder vesting in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
/s/ Dennis Hom, Attorney-in-Fact 07/20/2023
** 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.
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