13D Filings
RAPT Therapeutics, Inc.
RAPT
Amendment
Ownership

4.90%

Total Shares

1,603,593

Issuer CIK

1673772

CUSIP

75382E109

Event Date

Dec 22, 2024

Accepted

Dec 23, 2024, 08:20 PM

Reporting Persons (13)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
David V. Goeddel
Individual
4.90%1,603,59301,603,593
Peter Svennilson
Individual
4.90%1,603,59301,603,593
Tim Kutzkey
Individual
4.80%1,553,59301,553,593
The Column Group IV GP, LP
Partnership
4.00%1,278,45001,278,450
The Column Group IV, LP
Partnership
3.90%1,236,2611,236,2610
The Column Group II GP, LP
Partnership
0.60%179,5790179,579
The Column Group II, LP
Partnership
0.60%179,579179,5790
Ponoi II Management, LLC
Other
0.50%145,4010145,401
Ponoi Capital II, LP
Partnership
0.50%145,401145,4010
Ponoi Management, LLC
Other
0.40%129,5790129,579
Ponoi Capital, LP
Partnership
0.40%129,579129,5790
The Column Group IV-A, LP
Partnership
0.10%42,18942,1890
The Column Group, LLC
Other
0.00%1631630
Disclosure Items (4)

Security Title

Common Stock, $0.0001 par value

Issuer Name

RAPT Therapeutics, Inc.

Issuer Address

561 Eccles Avenue, South San Francisco, CA, 94080

Percentage of Class

See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.

Number of Shares

See Items 7-11 and 13 of the cover pages of this Statement for each Reporting Person and Item 2 above.

Transactions

Except as reported in this Statement, the Reporting Person has not effected any transactions in the Issuer's securities within the past 60 days.

Shareholders

Except as reported in this Statement, no other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

Date of 5% Ownership

On December 23, 2024, upon consummation of the Exchange (as defined below in Item 6) each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock.

On December 23, 2024, the Issuer entered into an exchange agreement (the Exchange Agreement) with TCG II LP and Ponoi LP, pursuant to which the TCG II LP and Ponoi LP exchanged, for no additional consideration, 1,352,008 and 1,599,417 shares of Common Stock, respectively, for Pre-Funded Warrants to purchase 1,352,008 and 1,599,417 shares of Common Stock, respectively, (the Exchange) in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended. The Exchange occurred on December 23, 2024 and the Pre-Funded Warrants were issued on December 23, 2024. Each Pre-Funded Warrant has an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that, immediately after giving effect to such exercise, the holder would own more than 4.99 percent of the outstanding Common Stock, which percentage may be increased or decreased at the holder's option (not to exceed 19.99 percent) upon 61 days' notice to the Issuer subject to the terms of the Pre-Funded Warrants. Separately from and subsequently to entering into the Exchange Agreement, on December 23, 2024, the Issuer entered into a Securities Purchase Agreement with certain accredited investors (the Investors), including TCG IV LP and TCG IV-A LP, pursuant to which the Issuer agreed to issue and sell to the Investors an aggregate of (i) 100,000,000 shares of Common Stock at a price per share of $0.85 and (ii) to certain Investors, in lieu of shares of Common Stock, pre-funded warrants (the Private Placement Pre-Funded Warrants) to purchase up to 76,452,000 shares of Common Stock at a price per Pre-Funded Warrant of $0.8499], for gross proceeds of approximately $150 million (the Private Placement). The material terms of the Private Placement Pre-Funded Warrants are identical to the Pre-Funded Warrants, including the beneficial ownership limitations. The Private Placement is expected to close on or about December 27, 2024. TCG IV LP and TCG IV-A LP have agreed to purchase Private Placement Pre-Funded Warrants to purchase 28,437,536 and 8970,464 shares of Common Stock, respectively, for $24,169,061.85 and $824,797.35 respectively. The descriptions of the Exchange Agreement, the Exchange, the Pre-Funded Warrant and Securities Purchase Agreement set forth herein do not purport to be complete and are subject to, and qualified in their entirety, by the full text of the Exchange Agreement, the Pre-Funded Warrant and the Securities Purchase Agreement, which are filed as exhibits to this Statement.

F. Exchange Agreement between RAPT Therapeutics, Inc. and certain holders of Common Stock, made as of December 23, 2024 G. Form of Pre-Funded Warrant (incorporated by reference herein to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2024) H. Form of Securities Purchase Agreement dated December 23, 2024 (incorporated by reference herein to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on December 23, 2024)