Home > Insider Trading > Filing (0001638599-19-000432)

Filing Details

Accession Number:: 0001638599-19-000432
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-04-23 16:54:13
Reporting Period:: 2019-04-23

Accepted Time:: 2019-04-23 16:54:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1760542	Hookipa Pharma Inc.	HOOK	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	No	No	No	Yes
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	No	No	No	Yes
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	No	No	No	Yes
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-04-23	72,128	$14.00	72,128	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2019-04-23	820,729	$14.00	820,729	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series C Preferred Stock	Disposition	2019-04-23	324,421	$0.00	324,421	$0.00
Common Stock	Class A Common Stock	Acquisiton	2019-04-23	324,421	$0.00	324,421	$0.00
Class A Common Stock	Series C Preferred Stock	Disposition	2019-04-23	2,905,359	$0.00	2,905,359	$0.00
Common Stock	Class A Common Stock	Acquisiton	2019-04-23	2,905,359	$0.00	2,905,359	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2019-04-23	60,194	$0.00	60,194	$0.00
Common Stock	Class A Common Stock	Acquisiton	2019-04-23	60,194	$0.00	60,194	$0.00
Class A Common Stock	Series D Preferred Stock	Disposition	2019-04-23	529,758	$0.00	529,758	$0.00
Common Stock	Class A Common Stock	Acquisiton	2019-04-23	529,758	$0.00	529,758	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
324,421	No	4	C	Indirect
0	No	4	C	Indirect
2,905,359	No	4	C	Indirect
0	No	4	C	Indirect
60,194	No	4	C	Indirect
0	No	4	C	Indirect
529,758	No	4	C	Indirect

Footnotes

667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 72,128 and 820,729 shares of common stock ("Common Stock") of HOOKIPA Pharma Inc. (the "Issuer"), respectively, for $14.00 per share pursuant to the Issuer's initial public offering that closed on April 23, 2019.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock reported in column 5 of Table I that are directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Common Stock reported in column 5 of Table I that are directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
These securities consist of Series C Preferred Stock ("Series C Preferred") and Series D Preferred Stock ("Series D Preferred"), the ("Preferred Shares") of HOOKIPA Pharma Inc. (the "Issuer") which are convertible into the Issuer's non -voting Class A common stock ("Class A Common Stock") on a 1 for 1 basis (the "Preferred Conversion Ratio") at any time at the election of the holder and will automatically convert at the Preferred Conversion Ratio into the number of shares of Class A Common Stock shown in Table II column 5, without payment or further consideration upon the closing of the Issuer's initial public offering. The Preferred Shares have no expiration date.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Represents conversion of Series C Preferred into Class A Common Stock as per the election of Baker Bros. Advisors LP (the "Adviser") at the Preferred Conversion Ratio upon the closing of the initial public offering of the Issuer. The Class A Common Stock has no expiration date. Each share of Class A Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.
Represents conversion of Series D Preferred into Class A Common Stock as per the election of the Adviser at the Preferred Conversion Ratio upon the closing of the initial public offering of the Issuer. The Class A Common Stock has no expiration date. Each share of Class A Common Stock is convertible into one share of Common Stock at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.