Climb Bio, Inc. — Director's Dealing 2024

Jul 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eliem Therapeutics, Inc. (ELYM)
CIK: 0001768446
Period of Report: 2024-06-27

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (N/A)
Reporting Person: RA Capital Healthcare Fund LP (Director, 10% Owner)
Reporting Person: RA Capital Nexus Fund, L.P. (Director)
Reporting Person: RA Capital Nexus Fund II, L.P. (Director)
Reporting Person: RA Capital Nexus Fund III, L.P. (Director)
Reporting Person: Kolchinsky Peter (Director, 10% Owner)
Reporting Person: Shah Rajeev M. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-27	Common Stock	A	973000	—	Acquired	11572586	Indirect
2024-06-27	Common Stock	A	2479872	—	Acquired	2479872	Indirect
2024-06-27	Common Stock	A	1807000	—	Acquired	1807000	Indirect
2024-06-27	Common Stock	P	11949171	$3.84	Acquired	23521757	Indirect
2024-06-27	Common Stock	P	1059375	$3.84	Acquired	2866375	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1226497	Indirect
Common Stock	483679	Indirect
Common Stock	841087	Indirect

Footnotes

F1: Received in exchange for equity of Tenet Medicines, Inc. ("Tenet") pursuant to an Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Issuer, Tango Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Tango Merger Sub") and Tenet (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, on June 27, 2024, Tenet was acquired by the Issuer through the merged of Tango Merger Sub with and into Tenet (the "Acquisition"), with Tenet surviving the Acquisition as a wholly-owned subsidiary of the Issuer.

F2: These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").

F3: RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus II Fund, L.P. (the "Nexus Fund II"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III") and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein.

F4: These securities are held directly by Sera.

F5: These securities are held directly by Nexus Fund III.

F6: These securities are held directly by the Nexus Fund.

F7: These securities are held directly by the Nexus Fund II.

F8: These securities are held directly by the Account.