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^*

Pivotal bioVenture Partners Fund I, L.P.

(Last)

(First)

(Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Evommune, Inc. [ EVMN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11/07/2025		C		1,441,032	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,441,032	I	See footnotes⁽⁵⁾⁽¹⁰⁾
Common Stock	11/07/2025		C		1,632,441	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,632,441	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/07/2025		C		294,502	A	⁽⁴⁾	294,502	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

**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 Seed Preferred Stock	⁽¹⁾	11/07/2025		C			7,145,647	⁽¹⁾	⁽¹⁾	Common Stock	838,886	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽¹⁰⁾
Series Seed Preferred Stock	⁽¹⁾	11/07/2025		C			3,572,816	⁽¹⁾	⁽¹⁾	Common Stock	419,441	⁽¹⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Series A Preferred Stock	⁽²⁾	11/07/2025		C			2,582,243	⁽²⁾	⁽²⁾	Common Stock	324,578	⁽²⁾	0	I	See footnotes⁽⁵⁾⁽¹⁰⁾
Series A Preferred Stock	⁽²⁾	11/07/2025		C			7,230,283	⁽²⁾	⁽²⁾	Common Stock	908,821	⁽²⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Series B Preferred Stock	⁽³⁾	11/07/2025		C			1,895,260	⁽³⁾	⁽³⁾	Common Stock	240,756	⁽³⁾	0	I	See footnotes⁽⁵⁾⁽¹⁰⁾
Series B Preferred Stock	⁽³⁾	11/07/2025		C			2,104,740	⁽³⁾	⁽³⁾	Common Stock	267,367	⁽³⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Series C Preferred Stock	⁽⁴⁾	11/07/2025		C			313,571	⁽⁴⁾	⁽⁴⁾	Common Stock	36,812	⁽⁴⁾	0	I	See footnotes⁽⁵⁾⁽¹⁰⁾
Series C Preferred Stock	⁽⁴⁾	11/07/2025		C			313,571	⁽⁴⁾	⁽⁴⁾	Common Stock	36,812	⁽⁴⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾⁽⁹⁾
Series C Preferred Stock	⁽⁴⁾	11/07/2025		C			2,508,575	⁽⁴⁾	⁽⁴⁾	Common Stock	294,502	⁽⁴⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I, L.P.

(Last)

(First)

(Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I G.P., L.P.

(Last)

(First)

(Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pivotal bioVenture Partners Fund I U.G.P. Ltd

(Last)

(First)

(Middle)

501 SECOND STREET, SUITE 200

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series Seed Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering (the "IPO") for no additional consideration on a 1-for-8.518 basis and had no expiration date.

2. Each share of Series A Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's IPO for no additional consideration on a 1-for-7.9557 basis and had no expiration date.

3. Each share of Series B Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's IPO for no additional consideration on a 1-for-7.8721 basis and had no expiration date.

4. Each share of Series C Preferred Stock automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's IPO for no additional consideration on a 1-for-8.518 basis and had no expiration date.

5. Held directly by NFLS Delta III Limited ("NFLS Delta"). NFLS Delta is a wholly owned, indirect subsidiary of Nan Fung Group Holdings Limited ("NFGHL").

6. Held directly by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal I").

7. Held directly by Pivotal bioVenture Partners Fund II, L.P. ("Pivotal II").

8. The general partner of Pivotal I is Pivotal bioVenture Partners Fund I G.P., L.P. ("Pivotal GP I") and the general partner of Pivotal II is Pivotal bioVenture Partners Fund II G.P. Ltd ("Pivotal GP II"). The general partner of Pivotal GP I is Pivotal bioVenture Partners Fund I U.G.P., Ltd (the "Ultimate General Partner"). The Ultimate General Partner and Pivotal GP II are each wholly owned by Pivotal Partners Ltd ("Pivotal Partners"). Pivotal Partners is wholly owned by Pivotal Life Sciences Holdings Limited ("Pivotal Life Sciences"). Pivotal Life Sciences is wholly owned by Nan Fung Life Sciences Holdings Limited ("Nan Fung Life Sciences"), and Nan Fung Life Sciences is wholly owned by NF Investment Holdings Limited ("NFIHL"), which is wholly owned by NFGHL. Dr. Robert Hopfner, a managing partner of the Ultimate General Partner, is a member of the board of directors of the Issuer.

9. The members of the Investment Committees of Pivotal GP I and Pivotal GP II make investment decisions with respect to the securities of the Issuer held by Pivotal I and Pivotal II. Mr. Vincent Sai Sing Cheung, Mr. Peter Bisgaard, and Dr. Robert Hopfner are the members of the Investment Committees of Pivotal GP I and Pivotal GP II. Such persons and entities disclaim beneficial ownership of these securities except to the extent of their or its proportionate pecuniary interest therein.

10. The members of the Executive Committee of NFGHL make investment decisions with respect to the securities of the Issuer held by NFLS Delta. Mr. Kam Chung Leung, Mr. Vincent Sai Sing Cheung, Mr. Stephen Pui Kuen Cheung, Ms. Vanessa Tih Lin Cheung, Mr. Meng Gao, Ms. Anna Xintong Sun, Mr. Peter Bisgaard, and Dr. Robert Hopfner are the members of the Executive Committee of NFGHL. Such persons and entities disclaim beneficial ownership of these securities except to the extent of their or its proportionate pecuniary interest therein.

	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I, L.P., By: Robert Hopfner, Managing Partner	11/12/2025
	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I G.P., L.P., By: Robert Hopfner, Managing Partner	11/12/2025
	/s/ Robert Hopfner - for Pivotal bioVenture Partners Fund I U.G.P. Ltd., By: Robert Hopfner, Managing Partner	11/12/2025
	** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

4: Statement of changes in beneficial ownership of securities

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP