0001104659-25-097921.txt : 20251008 0001104659-25-097921.hdr.sgml : 20251008 20251008161517 ACCESSION NUMBER: 0001104659-25-097921 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20251006 FILED AS OF DATE: 20251008 DATE AS OF CHANGE: 20251008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40544 FILM NUMBER: 251382471 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40544 FILM NUMBER: 251382474 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Co-Invest IV L.P. CENTRAL INDEX KEY: 0002042283 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40544 FILM NUMBER: 251382473 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40544 FILM NUMBER: 251382475 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40544 FILM NUMBER: 251382472 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Jade Biosciences, Inc. CENTRAL INDEX KEY: 0001798749 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 831377888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 221 CRESCENT ST. STREET 2: BUILDING 23, SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: (781) 312-3013 MAIL ADDRESS: STREET 1: 221 CRESCENT ST. STREET 2: BUILDING 23, SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: Aerovate Therapeutics, Inc. DATE OF NAME CHANGE: 20200103 4 1 tm2528311-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2025-10-06 0 0001798749 Jade Biosciences, Inc. JBIO 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001769651 Fairmount Healthcare Fund II L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0002042283 Fairmount Healthcare Co-Invest IV L.P. 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001830177 Kiselak Tomas 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001663607 Harwin Peter Evan 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0 Common Stock 2025-10-06 4 A 0 1333126 9.14 A 1897677 I By Fairmount Healthcare Fund II L.P. Common Stock 2655817 I By Fairmount Healthcare Co-Invest IV L.P. Pre-Funded Warrant (Right to Buy) 0.0001 2025-10-06 4 A 0 855047 9.1399 A Common Stock 855047 855047 I By Fairmount Healthcare Fund II L.P. The shares of Common Stock and Pre-Funded Warrants were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest IV L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of outstanding shares of common stock of the Issuer immediately after giving effect to such exercise. Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that Tomas Kiselak serves on the board of directors of the Issuer and is also a Managing Member of Fairmount. /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2025-10-08 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II, L.P. 2025-10-08 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest IV, L.P. 2025-10-08 /s/ Tomas Kiselak 2025-10-08 /s/ Peter Harwin 2025-10-08