Foresite’s Tananbaum (NASDAQ: LTGO) adds stock after 9M-share IPO conversion
Rhea-AI Filing Summary
Latigo Biotherapeutics, Inc. (LTGO) reported that entities affiliated with director and ten percent owner James B. Tananbaum converted multiple preferred stock series and a convertible promissory note into common stock, largely in connection with the closing of Latigo’s initial public offering, and also purchased additional common shares. Foresite Capital funds converted an aggregate of 9,041,328 derivative-based shares into common stock through automatic conversions, and a Foresite fund separately bought 140,000 common shares at $18.00 per share. All positions are held indirectly through Foresite Capital funds, which, together with the reporting person, disclaim beneficial ownership beyond their pecuniary interests.
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Insights
Analyzing...
Insider Trade Summary
Net Buyer: 9,181,328 shares
Net Buy
15 txns
Insider
Tananbaum James B.
Role
Director, 10% Owner
Bought
140,000 shs ($2.52M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A-2 Convertible Stock F1, F2 | 3,117,664 | -- | -- |
| Conversion | Series B Convertible Preferred Stock F1, F2 | 445,320 | -- | -- |
| Conversion | Series A-2 Convertible Preferred Stock F1, F3 | 1,125,823 | -- | -- |
| Conversion | Series B Convertible Preferred Stock F1, F3 | 742,201 | -- | -- |
| Conversion | Series A-2 Convertible Preferred Stock F1, F5 | 3,117,664 | -- | -- |
| Conversion | Series B Convertible Preferred Stock F1, F5 | 296,880 | -- | -- |
| Conversion | Convertible Promissory Note F4, F3 | 195,776 | -- | -- |
| Conversion | Common Stock F1, F2 | 3,117,664 | -- | -- |
| Conversion | Common Stock F1, F2 | 445,320 | -- | -- |
| Conversion | Common Stock F1, F3 | 1,125,823 | -- | -- |
| Conversion | Common Stock F1, F3 | 742,201 | -- | -- |
| Purchase | Common Stock F3 | 140,000 | $18.00 | $2.52M |
| Conversion | Common Stock F4, F3 | 195,776 | -- | -- |
| Conversion | Common Stock F1, F5 | 3,117,664 | -- | -- |
| Conversion | Common Stock F1, F5 | 296,880 | -- | -- |
Holdings After Transaction:
Series A-2 Convertible Stock — 0 shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Series A-2 Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Convertible Promissory Note — 0 shares (Indirect, See footnote);
Common Stock — 3,414,544 shares (Indirect, See footnote)
Footnotes (5)
- F1. Each share of preferred stock converted automatically 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 had no expiration date.
- F2. The securities are held of record by Foresite Capital Fund V, L.P. (Fund V). Foresite Capital Management V, LLC (FCM V) is the general partner of Fund V and may be deemed to have sole voting and dispositive power over the securities held by Fund V. The Reporting Person is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over the securities held by Fund V. Each of Fund V, FCM V and the Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F3. The securities are held of record by Foresite Capital Fund VI, LP (Fund VI). Foresite Capital Management VI, LLC (FCM VI) is the general partner of Fund VI and may be deemed to have sole voting and dispositive power over the securities held by Fund VI. The Reporting Person is the sole managing member of FCM VI and may be deemed to have sole voting and dispositive power over the securities held by Fund VI. Each of Fund VI, FCM VI and the Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F4. 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 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.
- F5. The securities are held of record by Foresite Capital Opportunity Fund V, L.P. (Opportunity Fund V). Foresite Capital Opportunity Management V, LLC (FCOM V) is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over the shares held by Opportunity Fund V. The Reporting Person is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over the securities held by Opportunity Fund V. Each of Opportunity Fund V, FCOM V and the Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Key Figures
Open-market purchase shares: 140,000 shares
Purchase price: $18.00 per share
Derivative shares converted: 9,041,328 shares
+4 more
7 metrics
Open-market purchase shares
140,000 shares
Common Stock purchased on August 10, 2026, in transaction coded P
Purchase price
$18.00 per share
Price for 140,000 LTGO common shares acquired in the P-code transaction
Derivative shares converted
9,041,328 shares
Total underlying shares from derivative securities converted, per transaction summary
Series A-2 preferred conversion block
3,117,664 shares
Series A-2 Convertible Preferred Stock converted into LTGO common in two separate blocks
Series B preferred conversion block
742,201 shares
Series B Convertible Preferred Stock converted into LTGO common in one reported block
Convertible note underlying shares
195,776 shares
Common stock issuable upon conversion of the reported convertible promissory note
Convertible note maturity
June 17, 2027
Maturity date of the convertible promissory note before automatic IPO conversion
Key Terms
automatic conversion, convertible promissory note, initial public offering, pecuniary interest, +1 more
5 terms
automatic conversion financial
"Each share of preferred stock converted automatically into 1 share of common"
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.
initial public offering financial
"upon the closing of the Issuer's initial public offering without payment"
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.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of its pecuniary interest"
voting and dispositive power financial
"may be deemed to have sole voting and dispositive power over the securities"
FAQ
What insider transactions did LTGO report for James B. Tananbaum on this Form 4?
James B. Tananbaum, through Foresite Capital funds, reported automatic conversions of preferred stock and a convertible note into Latigo Biotherapeutics (LTGO) common stock, plus a separate purchase of 140,000 common shares. All holdings are reported as indirect through investment funds.
What derivative securities were converted into LTGO common stock on this Form 4?
Foresite Capital funds reported conversions of Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, and a convertible promissory note into Latigo Biotherapeutics (LTGO) common stock, totaling 9,041,328 underlying shares, primarily triggered automatically at the closing of Latigo’s initial public offering.
How did LTGO’s IPO affect the preferred stock held by Foresite funds?
Each share of preferred stock held by Foresite funds automatically converted into 1 share of common stock upon the closing of Latigo Biotherapeutics’ (LTGO) initial public offering, without further consideration. The preferred stock had no expiration date, and share numbers in the report reflect this conversion.
What are the terms of the convertible promissory note mentioned for LTGO?
The reported convertible promissory note was convertible into 195,776 shares of Latigo Biotherapeutics (LTGO) common stock and had a maturity date of June 17, 2027. Principal plus accrued interest automatically converted at the IPO closing at a price equal to the initial public offering price.
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