Jade Biosciences, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aerovate Therapeutics, Inc. (AVTE)
CIK: 0001798749
Period of Report: 2021-02-01

Reporting Person: GRAYZEL DAVID S. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Series A Preferred Stock	$	A	878981	Acquired		Common Stock (282993)	Indirect
2021-06-04	Series A Preferred Stock	$	A	6102052	Acquired		Common Stock (1964594)	Indirect
2021-06-29	Stock Option (Right to Buy)	$14.00	A	25000	Acquired	2031-06-28	Common Stock (25000)	Direct

Footnotes

F1: Each share of Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-3.1060103 basis. Upon the closing of the Issuer's initial public offering, all shares of Preferred Stock will automatically convert into the number of shares of Common Stock of the Issuer shown in column 7. The Preferred Stock has no expiration date.

F2: This transaction occurred prior to the Issuer's initial public offering, and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.

F3: The shares are held directly by Atlas Venture Fund XII, L.P. ("Atlas Venture Fund XII"). The general partner of Atlas Venture 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 Venture Fund XII, except to the extent of his pecuniary interest therein, if any.

F4: This option shall vest in 36 substantially equal monthly installments, with the first installment vesting on July 29, 2021.