4: Statement of changes in beneficial ownership of securities
Published on November 12, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Evommune, Inc. [ EVMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/07/2025 | C | 3,026 | A | (1) | 3,026 | I | By Trust(2) | ||
| Common Stock | 11/07/2025 | C | 1,441,032 | A | (1)(3)(4)(5) | 1,441,032 | I | By NFLS Delta III Limited(6) | ||
| Common Stock | 11/07/2025 | C | 1,632,441 | A | (1)(3)(4)(5) | 1,632,441 | I | By Pivotal bioVenture Partners Fund I, L.P.(7) | ||
| Common Stock | 11/07/2025 | C | 294,502 | A | (5) | 294,502 | I | By Pivotal bioVenture Partners Fund II, L.P.(8) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series Seed Preferred Stock | (1) | 11/07/2025 | C | 25,790 | (1) | (1) | Common Stock | 3,026 | (1) | 0 | I | By Trust(2) | |||
| Series Seed Preferred Stock | (1) | 11/07/2025 | C | 7,145,647 | (1) | (1) | Common Stock | 838,886 | (1) | 0 | I | By NFLS Delta III Limited(6) | |||
| Series Seed Preferred Stock | (1) | 11/07/2025 | C | 3,572,816 | (1) | (1) | Common Stock | 419,441 | (1) | 0 | I | By Pivotal bioVenture Partners Fund I, L.P.(7) | |||
| Series A Preferred Stock | (3) | 11/07/2025 | C | 2,582,243 | (3) | (3) | Common Stock | 324,578 | (3) | 0 | I | By NFLS Delta III Limited(6) | |||
| Series A Preferred Stock | (3) | 11/07/2025 | C | 7,230,283 | (3) | (3) | Common Stock | 908,821 | (3) | 0 | I | By Pivotal bioVenture Partners Fund I, L.P.(7) | |||
| Series B Preferred Stock | (4) | 11/07/2025 | C | 1,895,260 | (4) | (4) | Common Stock | 240,756 | (4) | 0 | I | By NFLS Delta III Limited(6) | |||
| Series B Preferred Stock | (4) | 11/07/2025 | C | 2,104,740 | (4) | (4) | Common Stock | 267,367 | (4) | 0 | I | By Pivotal bioVenture Partners Fund I, L.P.(7) | |||
| Series C Preferred Stock | (5) | 11/07/2025 | C | 313,571 | (5) | (5) | Common Stock | 36,812 | (5) | 0 | I | By NFLS Delta III Limited(6) | |||
| Series C Preferred Stock | (5) | 11/07/2025 | C | 313,571 | (5) | (5) | Common Stock | 36,812 | (5) | 0 | I | By Pivotal bioVenture Partners Fund I, L.P.(7) | |||
| Series C Preferred Stock | (5) | 11/07/2025 | C | 2,508,575 | (5) | (5) | Common Stock | 294,502 | (5) | 0 | I | By Pivotal bioVenture Partners Fund II, L.P.(8) | |||
| 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 ("IPO") for no additional consideration on a 1-for-8.518 basis and had no expiration date. |
| 2. The securities are held by a family trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. Securities are directly held by NFLS Delta III Limited ("NFLS Delta"). NFLS Delta is a wholly-owned indirect subsidiaries of Nan Fung Group Holdings Limited. Investment and voting decisions with respect to the securities held by NFLS Delta are made by the members of Nan Fung Group Holdings Limited's Life Sciences Investment Committee, who are 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 the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
| 7. Securities are directly held by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal I"). Pivotal bioVenture Partners Fund I G.P., L.P., the general partner of Pivotal I, is a wholly-owned indirect subsidiary of Nan Fung Group Holdings Limited. Investment and voting decisions with respect to the securities held by Pivotal I are made by the members of the Investment Committee of Pivotal bioVenture Partners Fund I G.P., L.P., who are Mr. Vincent Sai Sing Cheung, Mr. Peter Bisgaard and the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
| 8. Securities are directly held by Pivotal bioVenture Partners Fund II, L.P. ("Pivotal II"). Pivotal bioVenture Partners Fund II G.P. Ltd,, the general partner of Pivotal II, is a wholly-owned indirect subsidiary of Nan Fung Group Holdings Limited. Investment and voting decisions with respect to the securities held by Pivotal II are made by the members of the Investment Committee of Pivotal bioVenture Partners Fund II G.P. Ltd, who are Mr. Vincent Sai Sing Cheung, Mr. Peter Bisgaard and the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
| /s/ Gregory S. Moss, Attorney-in-Fact | 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.