Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lin Xichen

(Last)

(First)

(Middle)

C/O STRUCTURE THERAPEUTICS INC.

601 GATEWAY BLVD., SUITE 900

(Street)

SOUTH SAN FRANCISCO

94080

(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
X	Officer (give title below)	Other (specify below)
	CHIEF SCIENTIFIC OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024

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	06/03/2024		M		106,200	A	$0.34	191,907	D
Ordinary Shares	06/03/2024		C		106,200⁽¹⁾	D	$0	85,707	D

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)
Share Option (right to buy)	$0.34	06/03/2024		M			106,200	⁽²⁾	09/10/2029	Ordinary Shares	106,200	$0	213,800⁽³⁾	D
American Depositary Shares	⁽⁴⁾	06/03/2024		C		35,400⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	106,200	$0	35,400	D
American Depositary Shares	⁽⁴⁾	06/03/2024		S			17,700⁽⁶⁾	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	53,100	$45	17,700	D
American Depositary Shares	⁽⁴⁾	06/03/2024		S			17,700⁽⁶⁾	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	53,100	$50.004⁽⁷⁾	0	D

Explanation of Responses:

1. The Ordinary Shares were converted into American Depositary Shares as reported in Table II above.

2. 1/4 of the shares vested one year after July 22, 2019 (the "Vesting Commencement Date"); the balance of the shares vested in a series of 36 successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.

3. This reflects the number of Ordinary Shares remaining under the share option following the partial exercise of the share option for 106,200 Ordinary Shares.

4. Each American Depositary Share is convertible at any time, at the holder's election, into three Ordinary Shares of the Issuer. The American Depositary Shares have no expiration date.

5. 106,200 Ordinary Shares, which were acquired upon exercise of a share option, were converted into 35,400 American Depositary Shares.

6. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on December 28, 2023.

7. The weighted average sale price for the transaction reported was $50.004, and the range of prices were between $50.00 and $50.16. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each price will be provided.

	/s/ Jun Yoon, Attorney-in-Fact	06/05/2024
	** 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 4 (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).
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