Sec Form 3 Filing - Ceesay Abraham @ Rapport Therapeutics, Inc. - 2024-06-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ceesay Abraham
2. Issuer Name and Ticker or Trading Symbol
Rapport Therapeutics, Inc. [ RAPP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
RAPPORT THERAPEUTICS, INC., 1325 BOYLSTON STREET, SUITE 401
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2024
(Street)
BOSTON, MA02215
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 626,247 D
Common Stock 81,729 I By Ceesay Family Irrevocable Trust ( 1 )
Common Stock 81,729 I By Dorothy Ceesay Irrevocable Trust ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 1.8 ( 3 ) 12/05/2033 Common Stock 263,801 D
Stock Option (Right to Buy) $ 9.6 ( 4 ) 03/24/2034 Common Stock 254,348 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ceesay Abraham
RAPPORT THERAPEUTICS, INC.
1325 BOYLSTON STREET, SUITE 401
BOSTON, MA02215
X Chief Executive Officer
Signatures
/s/ Cheryl Gault, Attorney-in-Fact 06/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by The Ceesay Family Irrevocable Trust u/t/d March 27, 2024. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 2 )Shares held by The Dorothy Ceesay Irrevocable Trust u/d/t dated March 27, 2024. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that he is a beneficial owner of such shares for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 3 )25% of the shares underlying this option shall vest and become exercisable on August 7, 2024, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
( 4 )25% of the shares underlying this option shall vest and become exercisable on March 25, 2025, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

Remarks:
Exhibit 24 - Power of Attorney

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).
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