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^*

SEIDENBERG BETH C

(Last)

(First)

(Middle)

SAGIMET BIOSCIENCES INC.

155 BOVET ROAD, SUITE 303

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2023

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)
Common Stock	07/18/2023		D⁽¹⁾		38,763	D	⁽¹⁾	0	I	See footnote⁽²⁾
Series A Common Stock	07/18/2023		A⁽¹⁾		38,763	A	⁽¹⁾	38,763	I	See footnote⁽²⁾
Series A Common Stock	07/18/2023		C⁽³⁾		1,860,712	A	⁽³⁾	1,899,475	I	See footnote⁽²⁾
Series A Common Stock	07/18/2023		C⁽³⁾		84,768	A	⁽³⁾	84,768	D⁽⁴⁾
Series A Common Stock	07/18/2023		P		46,875	A	$16	46,875	I	By trust⁽⁵⁾

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 Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			539,006	⁽³⁾	⁽³⁾	Series A Common Stock	6,781	$0	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			493,370	⁽³⁾	⁽³⁾	Series A Common Stock	6,208	$0	0	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			8,596,590	⁽³⁾	⁽³⁾	Series A Common Stock	108,163	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			8,596,589	⁽³⁾	⁽³⁾	Series A Common Stock	108,163	$0	0	I	See footnote⁽²⁾
Series D Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			6,103,580	⁽³⁾	⁽³⁾	Series A Common Stock	76,796	$0	0	I	See footnote⁽²⁾
Series E Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			6,737,254	⁽³⁾	⁽³⁾	Series A Common Stock	84,768	$0	0	D⁽⁴⁾
Series E Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			103,127,234	⁽³⁾	⁽³⁾	Series A Common Stock	1,297,549	$0	0	I	See footnote⁽²⁾
Series F Preferred Stock	⁽³⁾	07/18/2023		C⁽³⁾			20,430,107	⁽³⁾	⁽³⁾	Series A Common Stock	257,052	$0	0	I	See footnote⁽²⁾
Stock Option (Right to Buy)	$6.36	07/18/2023		D⁽¹⁾			23,216	⁽⁶⁾	04/28/2029	Common Stock	23,216	$0	0	D
Stock Option (Right to Buy)	$6.36	07/18/2023		A⁽¹⁾		23,216		⁽⁶⁾	04/28/2029	Series A Common Stock	23,216	$0	23,216	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7 and Rule 16b-3, each share of Common Stock was reclassified into one share of Series A Common Stock.

2. 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.

3. Upon closing of the Issuer's initial public offering, 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") automatically converted on a 79.4784-to-one basis into shares of the Issuer's Series A Common Stock. The Preferred Stock had no expiration date.

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

5. Shares held by the Seidenberg/Vogel Revocable Trust UA 3/6/03, of which the Reporting Person serves as a trustee. 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.

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

	/s/ Dennis Hom, Attorney-in-Fact	07/20/2023
	** Signature of Reporting Person	Date
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