SEC FORM 3

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^*

SEIDENBERG BETH C

(Last)

(First)

(Middle)

SAGIMET BIOSCIENCES INC.

155 BOVET ROAD, SUITE 303

(Street)

SAN MATEO,

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2023

3. Issuer Name and Ticker or Trading Symbol
Sagimet Biosciences Inc. [ SGMT ]

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)
Common Stock	38,763	I	See footnote⁽¹⁾

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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	6,781	⁽²⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	6,208	⁽²⁾	I	See footnote⁽¹⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	108,163	⁽²⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	108,163	⁽²⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	76,796	⁽²⁾	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	84,768	⁽²⁾	D⁽³⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,297,549	⁽²⁾	I	See footnote⁽¹⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	257,052	⁽²⁾	I	See footnote⁽¹⁾
Stock Option (Right to Buy)	⁽⁴⁾	04/28/2029	Common Stock	23,216	$6.36	D

Explanation of Responses:

1. Represents shares held directly by KPCB Pandemic and Bio Defense Fund, LLC ("KPCB PBD"). The managing member of KPCB PBD is KPCB PBD Associates, LLC ("KPCB PBD Associates"). All securities are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.

2. Each share of Series A Preferred Stock, 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") is convertible into Common Stock on a 79.4784-to-one basis (on an adjusted basis, after giving effect to the reverse stock split of the Common Stock effected by the Issuer on July 7, 2023) at the option of the holder, and will convert automatically upon closing of the Issuer's initial public offering into the number of shares shown in column 3. The Preferred Stock has no expiration date.

3. Shares held directly by the Reporting Person. Such shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee".

4. The shares underlying this option are fully vested and exercisable as of the date hereof.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Dennis Hom, Attorney-in-Fact	07/13/2023
	** 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.
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