Latigo Biotherapeutics (LTGO) director lists IPO-linked fund stake
Rhea-AI Filing Summary
Latigo Biotherapeutics, Inc. (LTGO) received an initial ownership report from Beth C. Seidenberg, who is a director and more than 10% owner. The filing lists only indirect holdings in preferred stock series and a convertible note, held through Westlake BioPartners funds and an opportunity fund, each convertible into shares of common stock, generally upon the closing of Latigo’s initial public offering. Seidenberg, as sole managing director of the relevant general partners, has voting and dispositive power over these fund-held securities but disclaims Section 16 beneficial ownership except to the extent of her pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
SEIDENBERG BETH C
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series Seed Convertible Preferred Stock F4, F1 | -- | -- | -- |
| holding | Series A Convertible Preferred Stock F4, F1 | -- | -- | -- |
| holding | Series A-2 Convertible Preferred Stock F4, F1 | -- | -- | -- |
| holding | Series A-2 Convertible Preferred Stock F4, F2 | -- | -- | -- |
| holding | Series B Convertible Preferred Stock F4, F2 | -- | -- | -- |
| holding | Series A-2 Convertible Preferred Stock F4, F3 | -- | -- | -- |
| holding | Convertible Promissory Note F5, F2 | -- | -- | -- |
| holding | Common Stock F1 | -- | -- | -- |
| holding | Common Stock F2 | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Series Seed Convertible Preferred Stock — 938,979 shares (Indirect, See footnote);
Series A Convertible Preferred Stock — 3,547,842 shares (Indirect, See footnote);
Series A-2 Convertible Preferred Stock — 6,558,564 shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 1,484,401 shares (Indirect, See footnote);
Convertible Promissory Note — 165,519 shares (Indirect, See footnote);
Common Stock — 504,364 shares (Indirect, See footnote)
Footnotes (5)
- F1. Shares held directly by Westlake BioPartners Fund I, L.P. (Fund I). The general partner of Fund I is Westlake BioPartners GP I, LLC (GP I). GP I may be deemed to share voting and dispositive power with regard to the shares held directly by Fund I. The Reporting Person is the sole managing director of GP I and has voting and dispositive power over the shares held by Fund I. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
- F2. Shares held directly by Westlake BioPartners Fund II, L.P. (Fund II). The general partner of Fund II is Westlake BioPartners GP II, LLC (GP II). GP II may be deemed to share voting and dispositive power with regard to the shares held directly by Fund II. The Reporting Person is the sole managing director of GP II and has voting and dispositive power over the shares held by Fund II. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
- F3. Shares held directly by Westlake BioPartners Opportunity Fund I, L.P. (Opportunity Fund). The general partner of Opportunity Fund is Westlake BioPartners Opportunity GP I, LLC (Opportunity GP). Opportunity GP may be deemed to share voting and dispositive power with regard to the shares held directly by Opportunity Fund. The Reporting Person is the sole managing director of Opportunity GP and has voting and dispositive power over the shares held by Opportunity Fund. The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.
- F4. Each share of Series Seed Convertible Preferred Stock, Series A Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock has no expiration date.
- F5. Reflects a convertible note that is convertible into shares of Common Stock of the Issuer. The convertible note has a maturity date of June 17, 2027. The principal amount of the convertible note together with any accrued but unpaid interest will be automatically converted into shares of Common Stock of the Issuer upon the closing of the Issuer's initial public offering at a conversion price equal to the initial public offering price of the Issuer's common stock.
Key Figures
Underlying Shares - Series Seed Convertible Preferred Stock: 938,979 shares of Common Stock
Underlying Shares - Series A Convertible Preferred Stock: 3,547,842 shares of Common Stock
Underlying Shares - Series A-2 Convertible Preferred Stock (Fund I): 1,027,635 shares of Common Stock
+4 more
7 metrics
Underlying Shares - Series Seed Convertible Preferred Stock
938,979 shares of Common Stock
Shares underlying Series Seed Convertible Preferred Stock held indirectly
Underlying Shares - Series A Convertible Preferred Stock
3,547,842 shares of Common Stock
Shares underlying Series A Convertible Preferred Stock held indirectly
Underlying Shares - Series A-2 Convertible Preferred Stock (Fund I)
1,027,635 shares of Common Stock
Shares underlying one Series A-2 position held indirectly
Underlying Shares - Series A-2 Convertible Preferred Stock (Fund II)
3,464,072 shares of Common Stock
Shares underlying another Series A-2 position held indirectly
Underlying Shares - Series B Convertible Preferred Stock
1,484,401 shares of Common Stock
Shares underlying Series B Convertible Preferred Stock held indirectly
Underlying Shares - Series A-2 Convertible Preferred Stock (Opportunity Fund)
2,066,857 shares of Common Stock
Shares underlying Series A-2 Convertible Preferred Stock held via Opportunity Fund
Underlying Shares - Convertible Promissory Note
165,519 shares of Common Stock
Shares of common stock underlying the reported convertible note
Key Terms
Series Seed Convertible Preferred Stock, Convertible Promissory Note, Section 16 beneficial ownership, voting and dispositive power, +1 more
5 terms
Series Seed Convertible Preferred Stock financial
"security_title "Series Seed Convertible Preferred Stock" will automatically convert"
Convertible Promissory Note financial
"Reflects a convertible note that is convertible into shares of Common Stock"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Section 16 beneficial ownership regulatory
"The Reporting Person disclaims Section 16 beneficial ownership of the shares"
voting and dispositive power financial
"may be deemed to share voting and dispositive power with regard to the shares"
initial public offering financial
"will automatically convert into 1 share of Common Stock upon the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
FAQ
What does Beth C. Seidenberg report owning in LTGO on this Form 3?
She reports only indirect holdings in various preferred stock series and a convertible promissory note of Latigo Biotherapeutics, Inc., each convertible into shares of Common Stock, with all securities held through Westlake BioPartners funds and an opportunity fund, not in her name personally.
How does the preferred stock reported convert into LTGO common stock?
Each share of Preferred Stock (Series Seed, Series A, Series A-2, and Series B) will automatically convert into 1 share of Common Stock upon the closing of Latigo Biotherapeutics, Inc.’s initial public offering, without further consideration, and the reported share numbers already reflect this conversion.
AI-generated analysis. How Rhea-AI works. Not financial advice.
