Shalini Sharp Form 3 Septerna / Shalini Sharp ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sharp Shalini

(Last)

(First)

(Middle)

SEPTERNA, INC.

250 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2024

3. Issuer Name and Ticker or Trading Symbol
Septerna, Inc. [ SEPN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	01/23/2034	Common Stock	29,034	2.76	D
Stock Option (Right to Buy)	⁽²⁾	03/19/2034	Common Stock	9,871	2.76	D
Stock Option (Right to Buy)	⁽³⁾	09/22/2034	Common Stock	13,356	6.81	D

Explanation of Responses:

1. 1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following January 18, 2024, subject to the Reporting Person's continuous service to the Issuer on each such date.

2. 1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following March 1, 2024, subject to the Reporting Person's continuous service to the Issuer on each such date.

3. 1/16th of the shares subject to such option vest and become exercisable in substantially equal quarterly installments following October 28, 2024, contingent upon the consummation of the Issuer's initial public offering, and subject to the Reporting Person's continuous service to the Issuer on each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ran Xiao, Attorney-in-Fact	10/24/2024
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Shalini Sharp Form 3Septerna / Shalini Sharp ownership change