5AM funds report Latigo (NASDAQ: LTGO) preferred stake holding
Rhea-AI Filing Summary
Latigo Biotherapeutics, Inc. (LTGO) reports that several affiliated 5AM entities hold preferred stock that is convertible into Common Stock on a one-for-one basis. These are reported as indirect holdings by 5AM Ventures VI, L.P. and 5AM Opportunities II, L.P.
The Series A, Series A-2 and Series B Preferred Stock are each convertible at the option of the holder and will automatically convert into Common Stock upon closing of Latigo’s initial public offering without payment of consideration, and have no expiration date. Control and economic interest are allocated among 5AM Ventures VI, L.P., its general partner 5AM Partners VI, LLC, 5AM Opportunities II, L.P., its general partner 5AM Opportunities II (GP), LLC, and managing members Dr. Kush Parmar and Andrew J. Schwab, each of whom disclaims beneficial ownership except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
5AM Ventures VI, L.P., 5AM Partners VI, LLC, 5AM Opportunities II, L.P., 5AM Opportunities II (GP), LLC, PARMAR KUSH, Schwab Andrew J.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Preferred Stock F1, F2 | -- | -- | -- |
| holding | Series A-2 Preferred Stock F1, F2 | -- | -- | -- |
| holding | Series A-2 Preferred Stock F1, F3 | -- | -- | -- |
| holding | Series B Preferred Stock F1, F3 | -- | -- | -- |
Holdings After Transaction:
Series A Preferred Stock — 3,152,305 shares (Indirect, By 5AM Ventures VI, L.P.);
Series A-2 Preferred Stock — 1,823,238 shares (Indirect, By 5AM Ventures VI, L.P.);
Series A-2 Preferred Stock — 866,018 shares (Indirect, By 5AM Opportunities II, L.P.);
Series B Preferred Stock — 1,484,401 shares (Indirect, By 5AM Opportunities II, L.P.)
Footnotes (3)
- F1. Each share of Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock is convertible into Common Stock on a one-for-one basis at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering without payment of consideration and has no expiration date.
- F2. The securities are directly held by 5AM Ventures VI, L.P. ("Ventures VI"). 5AM Partners VI, LLC ("Partners VI") is the sole general partner of Ventures VI. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Partners VI and may be deemed to have shared voting and investment power over the securities beneficially owned by Ventures VI. Each of Partners VI, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
- F3. The securities are directly held by 5AM Opportunities II, L.P. ("Opportunities II"). 5AM Opportunities II (GP), LLC ("Opportunities II GP") is the general partner of Opportunities II and may be deemed to have sole investment and voting power over the securities held by Opportunities II. Dr. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities II GP and may be deemed to have shared voting and investment power over the securities beneficially owned by Opportunities II. Each of Opportunities II GP, Dr. Parmar, and Mr. Schwab disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
Key Figures
Series A Preferred underlying Common: 3,152,305 shares
Series A-2 Preferred underlying Common (Ventures VI): 1,823,238 shares
Series A-2 Preferred underlying Common (Opportunities II): 866,018 shares
+2 more
5 metrics
Series A Preferred underlying Common
3,152,305 shares
Underlying Common Stock for Series A Preferred Stock held indirectly by 5AM Ventures VI, L.P.
Series A-2 Preferred underlying Common (Ventures VI)
1,823,238 shares
Underlying Common Stock for Series A-2 Preferred Stock held indirectly by 5AM Ventures VI, L.P.
Series A-2 Preferred underlying Common (Opportunities II)
866,018 shares
Underlying Common Stock for Series A-2 Preferred Stock held indirectly by 5AM Opportunities II, L.P.
Series B Preferred underlying Common
1,484,401 shares
Underlying Common Stock for Series B Preferred Stock held indirectly by 5AM Opportunities II, L.P.
Conversion ratio
1-to-1
Each Series A, Series A-2 and Series B Preferred share converts into one share of Common Stock
Key Terms
Series A Preferred Stock, Series B Preferred Stock, initial public offering, beneficial ownership, +1 more
5 terms
Series A Preferred Stock financial
"Each share of Series A Preferred Stock, Series A-2 Preferred Stock and Series B"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Series B Preferred Stock financial
"Series A Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
initial public offering financial
"will convert automatically upon 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.
beneficial ownership financial
"disclaims beneficial ownership of such securities except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its or his respective pecuniary interest therein"
FAQ
What does Form 3 for LTGO disclose about 5AM Ventures VI, L.P.’s holdings?
The Form 3 shows 5AM Ventures VI, L.P. indirectly holds Series A Preferred Stock (3,152,305 underlying Common) and Series A-2 Preferred Stock (1,823,238 underlying Common), each convertible into Common Stock on a one-for-one basis with no expiration date.
What positions does 5AM Opportunities II, L.P. report in Latigo Biotherapeutics (LTGO)?
5AM Opportunities II, L.P. indirectly holds Series A-2 Preferred Stock (866,018 underlying Common) and Series B Preferred Stock (1,484,401 underlying Common). Each preferred share is convertible into Common Stock one-for-one and will automatically convert at Latigo’s initial public offering.
How is beneficial ownership of LTGO securities allocated among 5AM entities and individuals?
The filing explains that general partners and managing members, including 5AM Partners VI, LLC, 5AM Opportunities II (GP), LLC, Dr. Kush Parmar and Andrew J. Schwab, may be deemed to share voting and investment power but disclaim beneficial ownership except for their pecuniary interest.
What level of ownership do the 5AM entities report in LTGO?
Each reporting person—5AM Ventures VI, L.P., 5AM Partners VI, LLC, 5AM Opportunities II, L.P., 5AM Opportunities II (GP), LLC, Dr. Kush Parmar and Andrew J. Schwab—is identified as a ten percent owner, indicating significant holdings of Latigo Biotherapeutics’ equity via preferred stock.
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