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*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mineralys Therapeutics, Inc. [ MLYS ] 		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)
02/12/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/12/2024 A 1,672,508 A $13.5 2,983,755 I See footnote(1)(2)
Common Stock 1,867,229 I See Footnote(2)(3)
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
Pre-Funded Warrants (Right to Buy) $0.001 02/12/2024 A 549,755 (4) (4) Common Stock 549,755 $13.499 549,755 I See Footnote(1)(2)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund III, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Explanation of Responses:
1. These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
3. These securities are held directly by the Nexus Fund III.
4. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. The Fund may not exercise the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding.
Remarks:
Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 02/14/2024
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. 02/14/2024
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P. 02/14/2024
/s/ Peter Kolchinsky, individually 02/14/2024
/s/ Rajeev Shah, individually 02/14/2024
** Signature of Reporting Person Date

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