RAPT Therapeutics, Inc. — Director's Dealing 2019

Nov 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAPT Therapeutics, Inc. (RAPT)
CIK: 0001673772
Period of Report: 2019-11-04

Reporting Person: Topspin Fund L.P. (10% Owner)
Reporting Person: Topspin Biotech Fund II, L.P. (10% Owner)
Reporting Person: LG Management, LLC (10% Owner)
Reporting Person: GUTHART LEO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-04	Common Stock	P	415000	$12.00	Acquired	2575371	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-04	Series B Preferred Stock	$	C	1641666	Disposed		Common Stock (1641666)	Indirect
2019-11-04	Series C Preferred Stock	$	C	363504	Disposed		Common Stock (363504)	Direct
2019-11-04	Series C-2 Preferred Stock	$	C	155201	Disposed		Common Stock (155201)	Direct

Footnotes

F1: Consists of (1) 1,641,666 shares held of record by Topspin Biotech Fund II, LP; and (ii) 933,705 shares held of record by Topspin Fund, LP. Each of Topspin Biotech Fund II, LP and Topspin Fund, LP disclaims beneficial ownership of the shares held of record by the other.

F2: Each share of Series B, C and C-2 Preferred Stock shown in Column 5 converted into one share of Common Stock automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Giving effect to such conversion, the ownership by the reporting persons of the shares of the Issuer's common stock is as set forth in Note 1 above.

F3: 1,641,666 of such shares are held directly by Topspin Biotech Fund II, L.P. LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.

F4: 933,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.