Camp4 Therapeutics (CAMP) director awarded 3,179,558 pre-funded warrants
Rhea-AI Filing Summary
Camp4 Therapeutics Corp director Andrew J. Schwab reported that affiliated fund 5AM Ventures VII, L.P. received 3,179,558 Pre-Funded Warrants to buy an equal number of common shares at an exercise price of 0.0001 per share. The warrants are immediately exercisable, have no expiration, and include a 9.99% beneficial ownership cap for Ventures VII and its Attribution Parties.
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Insights
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Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Schwab Andrew J.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Pre-Funded Warrant (Right to Buy) F1, F2 | 3,179,558 | $1.5299 | $4.86M |
Holdings After Transaction:
Pre-Funded Warrant (Right to Buy) — 3,179,558 shares (Indirect, By 5AM Ventures VII, L.P.)
Footnotes (2)
- F1. The Pre-Funded Warrant has no expiration date and is exercisable immediately. Notwithstanding the foregoing, 5AM Ventures VII, L.P. ("Ventures VII") shall not be entitled to exercise the Pre-Funded Warrant to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by Ventures VII, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
- F2. The shares are directly held by Ventures VII. 5AM Partners VII, LLC ("Partners VII") is the sole general partner of Ventures VII. The Reporting Person is a managing member of Partners VII and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures VII. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Key Figures
Pre-Funded Warrants Awarded: 3,179,558
Price per Warrant: 1.5299
Exercise Price per Share: 0.0001
+3 more
6 metrics
Pre-Funded Warrants Awarded
3,179,558
Number of Pre-Funded Warrants granted to 5AM Ventures VII, L.P.
Price per Warrant
1.5299
Acquisition price per Pre-Funded Warrant
Exercise Price per Share
0.0001
Exercise price for each underlying Camp4 Therapeutics common share
Beneficial Ownership Cap
9.99%
Maximum aggregate beneficial ownership for Ventures VII and its Attribution Parties
Underlying Common Shares
3,179,558
Common shares issuable upon full exercise of the Pre-Funded Warrants
Warrants Held After Transaction
3,179,558
Total Pre-Funded Warrants indirectly beneficially owned after the award
Key Terms
Pre-Funded Warrant, beneficially owned, Attribution Parties, pecuniary interest
4 terms
Pre-Funded Warrant financial
"The Pre-Funded Warrant has no expiration date and is exercisable immediately."
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
beneficially owned financial
"to exceed 9.99% of the total number of issued and outstanding shares of Common Stock beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Attribution Parties financial
"beneficially owned by Ventures VII, together with its Attribution Parties"
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Andrew J. Schwab report for CAMP?
Andrew J. Schwab reported an indirect acquisition of 3,179,558 Pre-Funded Warrants linked to Camp4 Therapeutics common stock. The warrants were awarded to 5AM Ventures VII, L.P. at 1.5299 per warrant and are exercisable at 0.0001 per share.
Who directly holds the Pre-Funded Warrants reported for CAMP?
The 3,179,558 Pre-Funded Warrants are directly held by 5AM Ventures VII, L.P.. Its general partner is 5AM Partners VII, LLC, where Andrew J. Schwab is a managing member; he disclaims beneficial ownership except for his pecuniary interest.
What are the key terms of the CAMP Pre-Funded Warrants?
The Pre-Funded Warrants are exercisable immediately, have no expiration date, and allow purchase of 3,179,558 common shares at an exercise price of 0.0001 per share. A 9.99% beneficial ownership cap limits aggregate holdings by 5AM Ventures VII and its Attribution Parties.
How does the 9.99% beneficial ownership cap affect CAMP warrants?
The 9.99% cap prevents 5AM Ventures VII and its Attribution Parties from exercising warrants if doing so would push their aggregate beneficial ownership above 9.99% of Camp4 Therapeutics’ outstanding common stock, effectively limiting how many warrants can be exercised at any one time.
Are the CAMP insider warrant transactions under a Rule 10b5-1 plan?
The Form 4 indicates the Rule 10b5-1 checkbox as not selected, and the footnotes do not describe any pre-arranged trading plan. The reported acquisition of Pre-Funded Warrants is therefore not identified as occurring under a Rule 10b5-1 plan.