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Filing Details

Accession Number:: 0001209191-23-042970
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-07-20 18:56:46
Reporting Period:: 2023-07-18

Accepted Time:: 2023-07-20 18:56:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1400118	Sagimet Biosciences Inc.	SGMT	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1235112	J Patrick Kerins	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1277631	Forest Baskett	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1452907	New Enterprise Associates 13 Lp	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460751	Nea 13 Gp, Ltd	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460752	Nea Partners 13, Limited Partnership	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2023-07-18	37,676	$0.00	0	No	4	J	Direct
Series A Common Stock	Acquisiton	2023-07-18	37,676	$0.00	37,676	No	4	J	Direct
Series A Common Stock	Acquisiton	2023-07-18	3,769,857	$0.00	3,807,533	No	4	C	Direct
Series A Common Stock	Acquisiton	2023-07-18	13,404	$0.79	3,820,937	No	4	X	Direct
Series A Common Stock	Disposition	2023-07-18	662	$16.00	3,820,275	No	4	S	Direct
Series A Common Stock	Acquisiton	2023-07-18	30,000	$16.00	3,850,275	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	J	Direct
No	4	J	Direct
No	4	C	Direct
No	4	X	Direct
No	4	S	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2023-07-18	1,301,130	$0.00	16,370	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2023-07-18	11,363,635	$0.00	142,974	$0.00
Common Stock	Series C Preferred Stock	Disposition	2023-07-18	11,363,634	$0.00	142,976	$0.00
Common Stock	Series D Preferred Stock	Disposition	2023-07-18	14,659,091	$0.00	184,440	$0.00
Common Stock	Series E Preferred Stock	Disposition	2023-07-18	237,893,958	$0.00	2,993,189	$0.00
Common Stock	Series F Preferred Stock	Disposition	2023-07-18	23,041,474	$0.00	289,908	$0.00
Common Stock	Common Stock Warrant (right to buy)	Disposition	2023-07-18	13,404	$0.00	13,404	$0.79

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	C	Direct
	No	4	C	Direct
	No	4	C	Direct
	No	4	C	Direct
	No	4	C	Direct
	No	4	C	Direct
2024-01-23	No	4	X	Direct

Footnotes

Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Series A Common Stock.
The securities are directly held by New Enterprise Associates 13, L.P. ("NEA 13") and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors"), together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Indirect Reporting Persons have no pecuniary interest.
Upon closing of the Issuer's initial public offering, each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted on a 79.4784-to-one basis into Series A Common Stock. The Preferred Stock had no expiration date.
The Common Stock Warrants automatically exercised in connection with the closing of the Issuer's initial public offering for such number of shares issuable pursuant to a cashless net exercise provision, resulting in the Issuer withholding 662 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 12,742 shares, after deducting the aggregate exercise price.
NEA 13 purchased 30,000 shares of Series A Common Stock of the Issuer in connection with the Issuer's initial public offering.
The Reporting Persons' Form 3 overreported the number of shares underlying the Preferred Stock by an aggregate of 6 shares.