SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
venBio Global Strategic Fund, L.P.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Metacrine, Inc. [ MTCR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/22/2021 S 75,035 D $1.6383(2) 2,984,088 D(1)
Common Stock 10/25/2021 S 540,667 D $1.4907(3) 2,443,421 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
venBio Global Strategic Fund, L.P.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP, L.P.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP, Ltd.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOODMAN COREY S

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Adelman Robert J

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
Explanation of Responses:
1. The shares are held by venBio Global Strategic Fund, L.P. venBio Global Strategic GP, L.P. is the general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the general partner of venBio Global Strategic GP, L.P. Robert Adelman and Corey Goodman (collectively, the "Directors") are each a director of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd., and the Directors disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.62 to $1.66, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.42 to $1.59, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.
venBio Global Strategic Fund, L.P., by: venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 10/26/2021
venBio Global Strategic GP , L.P., by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 10/26/2021
venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 10/26/2021
Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact 10/26/2021
Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact 10/26/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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