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^*

FIL Ltd

(Last)

(First)

(Middle)

P.O. BOX H.M. 670

(Street)

HAMILTON

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Structure Therapeutics Inc. [ GPCR ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Remark 1

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/07/2023		C		4,013,678	A	⁽¹⁾	4,013,678	I	Eight Roads Investments
Ordinary Shares	02/07/2023		C		620,499	A	⁽¹⁾	4,634,177	I	Eight Roads Investments
Ordinary Shares	02/07/2023		C		452,867	A	⁽¹⁾	5,087,044	I	Eight Roads Investments
Ordinary Shares	02/07/2023		C		179,242	A	⁽¹⁾	5,266,286	I	Eight Roads Investments
Ordinary Shares	02/07/2023		C		71,636	A	⁽¹⁾	71,636	I	ERVC Healthcare Advisors IV, LP
Ordinary Shares	02/07/2023		C		10,154	A	⁽¹⁾	81,790	I	ERVC Healthcare Advisors IV, LP
Ordinary Shares	02/07/2023		C		7,411	A	⁽¹⁾	89,201	I	ERVC Healthcare Advisors IV, LP
Ordinary Shares	02/07/2023		C		494,035	A	⁽¹⁾	494,035	I	ERVC Healthcare V, LP
Ordinary Shares	02/07/2023		C		624,239	A	⁽¹⁾	624,239	I	ERVC Healthcare IV, LP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			4,013,678	⁽¹⁾	⁽¹⁾	Ordinary Shares	4,013,678	⁽¹⁾	0	I	Eight Roads Investments
Series A+ Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			620,499	⁽¹⁾	⁽¹⁾	Ordinary Shares	620,499	⁽¹⁾	0	I	Eight Roads Investments
Series B Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			452,867	⁽¹⁾	⁽¹⁾	Ordinary Shares	452,867	⁽¹⁾	0	I	Eight Roads Investments
Series B-1 Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			179,242	⁽¹⁾	⁽¹⁾	Ordinary Shares	179,242	⁽¹⁾	0	I	Eight Roads Investments
Series A Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			71,636	⁽¹⁾	⁽¹⁾	Ordinary Shares	71,636	⁽¹⁾	0	I	ERVC Healthcare Advisors IV, LP
Series A+ Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			10,154	⁽¹⁾	⁽¹⁾	Ordinary Shares	10,154	⁽¹⁾	0	I	ERVC Healthcare Advisors IV, LP
Series B Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			7,411	⁽¹⁾	⁽¹⁾	Ordinary Shares	7,411	⁽¹⁾	0	I	ERVC Healthcare Advisors IV, LP
Series B-1 Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			494,035	⁽¹⁾	⁽¹⁾	Ordinary Shares	494,035	⁽¹⁾	0	I	ERVC Healthcare V, LP
Series A Convertible Preferred Shares	⁽¹⁾	02/07/2023		C			624,239	⁽¹⁾	⁽¹⁾	Ordinary Shares	624,239	⁽¹⁾	0	I	ERVC Healthcare IV, LP

Explanation of Responses:

1. On February 7, 2023, in connection with the completion of the issuer's initial public offering, each share of Series A, A+, B, and B-1 Preferred Shares converted on a 1-for-1 basis into Ordinary Shares.

Remarks:

Remark 1:Eight Roads Shareholdings Limited ("ERSL") and Pandanus Partners, LP ("Pandanus") own shares of Eight Roads Holdings Limited ("ERHL") voting stock. ERHL is the immediate parent company of Eight Roads Investments ("ERI"), which owns the shares being reported on with this Form. While the percentage of total voting power represented by ERSL's and Pandanus' shares of ERHL voting stock may fluctuate due to changes in the total number of shares of ERHL voting stock outstanding from time to time, ERSL's holdings represents more than 50% and Pandanus' holding represents more than 25% and less than 50% of, the total votes which may be cast by all holders of ERHL voting stock. The shares in ERSL are owned primarily by officers and senior employees of FIL Limited and Eight Roads together with several charitable organizations. No such person or organization owns or controls more than 25% of the voting stock in ERSL. Pandanus Associates, Inc. ("PAI")acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including ERHL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this form. The address of ERSL, ERHL and ERI is 42 Crow Lane, Hamilton HM19, Bermuda. The address of Pandanus is c/o FIL Limited, 42 Crow Lane, Hamilton HM19, Bermuda. The address of PAI is 11 Keewaydin Drive, Suite 100, Salem, NH, USA, 03079. ERVC Healthcare IV, LP and ERVC Healthcare V, LP (Collectively "ERVC HC") are limited partners. The General Partners of ERVC HC are ERVC Healthcare Advisors V, LP and ERVC Healthcare Advisors IV, LP (collectively "ERVC HCA").The general partner of ERVC HCA is Eight Roads GP, which is controlled by ERSL. Remark 2:The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein.

	Stephanie J. Brown, Duly authorized under Powers of Attorney, by and on behalf of FIL Limited, Eight Roads Shareholdings Limited, and its direct and indirect subsidiaries, Eight Roads Holdings Limited and Eight Roads Investments	02/09/2023
	** Signature of Reporting Person	Date
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