Jade Biosciences, Inc. — Director's Dealing 2021

Jul 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aerovate Therapeutics, Inc. (AVTE)
CIK: 0001798749
Period of Report: 2021-07-01

Reporting Person: GRAYZEL DAVID S. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-02	Common Stock	C	2568165	—	Acquired	2568165	Indirect
2021-07-02	Common Stock	P	535714	$14	Acquired	3103879	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Stock Option (Right to Buy)	$19.41	A	2153	Acquired	2031-06-30	Common Stock (2153)	Direct
2021-07-02	Series A Preferred Stock	$	C	7976754	Disposed		Common Stock (2568165)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock converted into Common Stock on a one-for-3.1060103 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.

F2: The shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Fund XII"). The general partner of Atlas Fund XII is Atlas Venture Associates XII, L.P. ("AVA XII LP"). Atlas Venture Associates XII, LLC ("AVA XII LLC") is the general partner of AVA XII LP.. The Reporting Person is a member of AVA XII LLC and disclaims beneficial ownership of the securities held by Atlas Fund XII, except to the extent of his pecuniary interest therein, if any.

F3: This option was awarded in lieu of cash compensation pursuant to the Issuer's Non-Employee Director Compensation Policy. The shares underlying such option shall vest and become exercisable in two equal installments, with the first installment vesting on September 30, 2021 and the second installment vesting on December 31, 2021.