3: Initial statement of beneficial ownership of securities
Published on November 5, 2025
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/05/2025 |
3. Issuer Name and Ticker or Trading Symbol
Evommune, Inc. [ EVMN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Common Stock | 658,596(1) | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series Seed Preferred Stock | (2) | (2) | Common Stock | 24,225 | (2) | D | |
| Employee Stock Option (Right to Buy) | (3) | 05/10/2032 | Common Stock | 394,830 | 3.07 | D | |
| Employee Stock Option (Right to Buy) | (4) | 01/12/2033 | Common Stock | 102,692 | 3.58 | D | |
| Employee Stock Option (Right to Buy) | (5) | 05/11/2033 | Common Stock | 192,114 | 3.84 | D | |
| Employee Stock Option (Right to Buy) | (6) | 01/05/2034 | Common Stock | 23,797 | 1.71 | D | |
| Employee Stock Option (Right to Buy) | (7) | 12/08/2034 | Common Stock | 290,774 | 2.99 | D | |
| Employee Stock Appreciation Right | (8) | (9) | Common Stock | 444,992 | 2.99 | D | |
| Explanation of Responses: |
| 1. Includes 189,003 restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of common stock of the Issuer. One fourth (1/4) of the RSUs shall vest on each of December 9, 2025, December 9, 2026, December 9, 2027 and December 9, 2028, subject to the Reporting Person's continuous service through each such vesting date. |
| 2. The Series Seed Preferred Stock is convertible into Common Stock on a 1-for-8.518 basis and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock will be converted into shares of Common Stock of the Issuer. |
| 3. One fourth (1/4) of the shares subject to the option award vested on May 11, 2023 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 4. One fourth (1/4) of the shares subject to the option award vested on January 13, 2024 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 5. One fourth (1/4) of the shares subject to the option award vested on May 12, 2024 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 6. One fourth (1/4) of the shares subject to the option award vested on January 6, 2025 and the remaining shares subject to the option vested or shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 7. One fourth (1/4) of the shares subject to the option award shall vest on December 9, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date. |
| 8. Each Employee Stock Appreciation Right ("SAR") represents the contingent right to receive one share of common stock of the Issuer. The SARs vest upon: (i) a liquidity event requirement, which will be satisfied upon the first to occur of: (a) a Change in Control (as defined in the applicable SAR award agreement) or (b) upon completion of the Issuers initial public offering, at such time as the 30-day volume-weighted average price of the Issuer's common stock is greater than $40.75 and (ii) one fourth (1/4) of the SARs shall vest on each of December 9, 2025, December 9, 2026, December 9, 2027 and December 9, 2028, subject to the Reporting Person's continuous service through each such vesting date. |
| 9. The SARs have no expiration date. |
| /s/ Gregory S. Moss, Attorney-in-Fact | 11/05/2025 | |
| ** 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 5 (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.