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*
Carruthers R Michael
(Last) (First) (Middle)
C/O ONKURE THEREAPEUTICS, INC.
6707 WINCHESTER CIRCLE, SUITE 400
(Street)
BOULDER CO 80301
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OnKure Therapeutics, Inc. [ OKUR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/04/2024 A 874 A (1) 874 D
Class A Common Stock 10/04/2024 A 4,065(2) A (1) 4,939 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $21.2 10/04/2024 A 1,760 (3) 07/06/2031 Class A Common Stock 1,760 (4) 1,760 D
Stock Option (right to buy) $13.99 10/04/2024 A 1,324 (5) 08/29/2033 Class A Common Stock 1,324 (4) 1,324 D
Stock Option (right to buy) $18.2 10/04/2024 A 15,300 (6) 10/03/2034 Class A Common Stock 15,300 $0 15,300 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2024 (the "Merger Agreement"), by and among Reneo Pharmaceuticals, Inc. ("Reneo"), Radiate Merger Sub I, a wholly owned subsidiary of Reneo ("Merger Sub I"), and OnKure, Inc. ("OnKure"), on October 4, 2024, Merger Sub I merged with and into OnKure, with OnKure surviving the merger as a wholly-owned subsidiary of Reneo (the "Merger"). At the effective time of the Merger, each share of OnKure common stock and Series C preferred stock was converted into the right to receive a number of shares of Reneo Class A Common Stock determined by multiplying each such share by a designated exchange exchange ratio (rounded down to the nearest whole share). After completion of the Merger, the combined company was renamed "OnKure Therapeutics, Inc." and the Class A Common Stock of the combined company trades on The Nasdaq Stock Market under the symbol "OKUR."
2. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon the meeting of both a "Service-Based Requirement" and a "Liquidity Event Plus Service Requirement." 1/16th of the RSUs met the "Service-Based" requirement on June 20, 2023 and 1/16th of the RSUs are scheduled to meet the Service-Based Requirement on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. At the effective time of the Merger, each RSU of OnKure was assumed by, and converted into an RSU award of, Reneo covering such number of shares of Reneo Class A Common Stock determined by multiplying the number of shares of OnKure preferred stock subject to the RSU award by a designated exchange ratio (rounded down to the nearest whole share).
3. All of the shares subject to this option are fully vested and exercisable as of the date hereof.
4. Each OnKure stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Reneo and became an option to acquire, on the same terms and conditions as were applicable to such OnKure stock option immediately prior to the effective time of the Merger, a number of shares of Reneo Class A common stock equal to the number of shares of OnKure common stock subject to the unexercised portion of the OnKure stock option immediately prior to the effective time of the Merger, multiplied by a designated exchange ratio (rounded down to the nearest whole share). The exercise price per share for the options is equal to the exercise price per share of such OnKure stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).
5. 1/48th of the shares subject to the option vested on May 1, 2023 and 1/48th of the shares subject to the option vest monthly thereafter, subject to the Reporting Person continuing as a service provider through each such date.
6. 1/36th of the shares subject to the option shall vest on November 4, 2024 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
/s/ Rogan Nunn, by power of attorney 10/08/2024
** 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).
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.
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