ARCH Venture entities detail Seaport Therapeutics (SPTX) convertible preferred holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Seaport Therapeutics, Inc. reports ARCH-affiliated initial holdings in preferred stock that is convertible into common shares. ARCH Venture Fund XII, L.P. holds Series B Preferred Stock representing 2,681,265 underlying shares of Common Stock and Series A-2 Preferred Stock representing 2,513,686 underlying shares, all as indirect ownership.
Each share of Series A-2 Preferred Stock and Series B Preferred Stock is convertible into Common Stock on a one-for-3.1407 basis at the option of the holder and will automatically convert into the stated numbers of common shares upon the closing of the company’s initial public offering, with no additional consideration and no expiration date. The structure runs through ARCH Venture Partners XII, L.P. and ARCH Venture Partners XII, LLC, and investment committee members Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
ARCH Venture Partners XII, LLC, ARCH Venture Partners XII, L.P., ARCH Venture Fund XII, L.P., CRANDELL KEITH, NELSEN ROBERT, Burow Kristina, GILLIS STEVEN
Role
null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A-2 Preferred Stock | -- | -- | -- |
| holding | Series B Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series A-2 Preferred Stock — 2,513,686 shares (Indirect, By ARCH Venture Fund XII, L.P.);
Series B Preferred Stock — 2,681,265 shares (Indirect, By ARCH Venture Fund XII, L.P.)
Footnotes (1)
- Each share of Series A-2 Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") is convertible into Common Stock of the Issuer on a one-for-3.1407 basis at the option of the holder, and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares shown in Column 3 without payment of further consideration. The Preferred Stock has no expiration date. Shares held directly by ARCH Venture Fund XII, L.P. ("ARCH XII"). ARCH Venture Partners XII, L.P. ("AVP XII LP") is the sole general partner of ARCH XII. ARCH Venture Partners XII, LLC ("AVP XII LLC") is the sole general partner of AVP XII LP. Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen are members of the investment committee of AVP XII LLC (the "AVP XII LLC Committee Members"). Each of AVP XII LP and AVP XII LLC may be deemed to beneficially own the shares held by ARCH XII, and each of the AVP XII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XII. Each of AVP XII LP, AVP XII LLC and the AVP XII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
Key Figures
Underlying common from Series B: 2,681,265 shares
Underlying common from Series A-2: 2,513,686 shares
Conversion ratio: one-for-3.1407
+2 more
5 metrics
Underlying common from Series B
2,681,265 shares
Underlying Common Stock for Series B Preferred Stock, indirect holding
Underlying common from Series A-2
2,513,686 shares
Underlying Common Stock for Series A-2 Preferred Stock, indirect holding
Conversion ratio
one-for-3.1407
Each Preferred Stock share convertible into Common Stock
Exercise price
$0.0000 per share
Conversion or exercise price for Preferred Stock
Unknown transaction entries
2 entries
Holding entries with unknown transaction code on Form 3
Key Terms
Series B Preferred Stock, Series A-2 Preferred Stock, convertible into Common Stock, initial public offering, +2 more
6 terms
Series B Preferred Stock financial
"Each share of 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.
Series A-2 Preferred Stock financial
"Each share of Series A-2 Preferred Stock and Series B Preferred Stock"
Series A-2 preferred stock is a specific class of shares created during a funding round that gives its holders stronger financial protections and priority over common shareholders, such as getting paid first if the company is sold or winding down. Investors care because these shares behave like a hybrid between a loan and regular stock: they often offer fixed payouts or conversion rights and a better claim on assets, making them lower risk and shaping potential returns.
convertible into Common Stock financial
"is convertible into Common Stock of the Issuer on a one-for-3.1407 basis"
initial public offering financial
"will automatically convert 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.
beneficially own financial
"may be deemed to beneficially own the shares held by ARCH XII"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership except to the extent of their pecuniary interest therein"
FAQ
What does the Seaport Therapeutics (SPTX) Form 3 filing by ARCH entities disclose?
The Form 3 shows initial indirect holdings of Seaport Therapeutics preferred stock by ARCH Venture Fund XII, L.P. These preferred shares are convertible into common stock and will automatically convert upon the company’s initial public offering, establishing ARCH’s baseline ownership position.
What is the conversion feature of Seaport Therapeutics (SPTX) preferred stock held by ARCH?
Each share of Series A-2 and Series B Preferred Stock is convertible into common stock on a one-for-3.1407 basis. Conversion can occur at the holder’s option and will also automatically occur at IPO closing into the reported numbers of common shares without extra payment.