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*
Scheiner Zachary

(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nkarta, Inc. [ NKTX ]
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)
06/05/2025
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
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) $1.83 06/05/2025 A 46,000 (1) 06/04/2035 Common Stock 46,000 $0 46,000 D(2)
Explanation of Responses:
1. All shares subject to the option vest 100% on the first to occur of (i) June 5, 2026 or (ii) the day immediately preceding the first annual meeting of the Issuer's stockholders to occur after the date of grant of the award. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Reporting Person's separation from service with the Issuer due to the Reporting Person's death or "disability" (as described in the applicable award agreement).
2. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying common stock.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Bridgette Housley, as Attorney-in-Fact 06/09/2025
** 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.

POWER OF ATTORNEY

FOR SEC REPORTING PURPOSES

The undersigned, hereby makes, constitutes and appoints each of Paul Hastings, Chief Executive Officer, Nadir Mahmood, President, and Bridgette Housley, VP, General Counsel and Secretary, so long as each is employed at Nkarta, Inc., a Delaware corporation (the “Company”), and Tai Vivatvaraphol, of O’Melveny & Myers LLP (“O’Melveny”), outside counsel to the Company, so long as she is employed at O’Melveny, with full power of substitution and re-substitution, acting individually, as the undersigned’s true and lawful Attorney-in-Fact and agent (each, an “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place, and stead, to:

(i)
obtain credentials (including codes or passwords) or take such other actions as may be necessary or appropriate to enable the undersigned to submit and file documents, forms and information with the U.S. Securities and Exchange Commission (“SEC”) via the Electronic Data Gathering and Retrieval (“EDGAR”) system, including (A) preparing, executing in the undersigned’s name and on the undersigned’s behalf, and submitting to the SEC a Form ID (and any amendments thereto) or any other documents or information necessary or appropriate to obtain credentials for submitting and filing documents via EDGAR, including legally binding the undersigned for purpose of the Form ID or such other documents; and (B) enrolling the undersigned in EDGAR Next or any successor filing system;
(ii)
with respect to Bridgette Housley and Tai Vivatvaraphol only, act as an initial account administrator for the undersigned’s EDGAR account, including: (A) appointing, removing and replacing account administrators, technical administrators, account users, and delegated entities; (B) maintaining the security of the undersigned’s EDGAR account, including modification of access codes; (C) maintaining, modifying and certifying the accuracy of information on the undersigned’s EDGAR account dashboard; (D) acting as the EDGAR point of contact with respect to the undersigned’s EDGAR account; and (E) taking any other actions contemplated by Rule 10 of Regulation S-T;
(iii)
prepare and execute for and on behalf of the undersigned any and all forms, schedules or other documents (including any amendments thereto) the undersigned is required to file with the SEC under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including: (A) Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes of Beneficial Ownership of Securities on Form 4, or Annual Statement of Beneficial Ownership of Securities on Form 5; (B) Statement of Ownership on Schedule 13G or Schedule 13D; (C) Notice of Proposed Sale of Securities on Form 144 (all such forms, schedules and other documents, including those described in clauses (A) through (C) are, collectively, the “SEC Filings”); and (D) submit and file the SEC Filings with the SEC via the EDGAR system or cause them to be submitted and filed by a person appointed under paragraph (ii) above;
(iv)
seek and obtain, as the undersigned’s representative and on the undersigned’s behalf, from any third party, including brokers, employee benefit plan administrators and trustees, information on transactions by the undersigned in the equity securities of the Company, and the undersigned hereby authorizes any such person to release such information to the requesting Attorney-in-Fact; and
(v)
do and perform any other action of any type whatsoever in connection with the foregoing that, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, and the undersigned hereby ratifies and confirms

all that any such Attorney-in-Fact and agent or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)
each Attorney-in-Fact is serving in such capacity at the request of the undersigned;
(ii)
this Power of Attorney authorizes, but does not require, each Attorney-in-Fact to act in their discretion on information provided to such Attorney-in-Fact without independent verification of such information;
(iii)
any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such Attorney-in-Fact, in their sole discretion, deems necessary or advisable;
(iv)
none of the Company nor any Attorney-in-Fact assumes (A) any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or the rules and regulations thereunder or Rule 144 under the Securities Act, (B) any liability of the undersigned for any failure to comply with such requirements, or (C) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(v) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations, including reporting requirements under Section 13 or Section 16 of the Exchange Act or the rules and regulations thereunder or Rule 144 under the Securities Act,.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of, and transactions in, securities of the Company, unless earlier revoked as to any Attorney-in-Fact by the undersigned in a signed writing delivered to such Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of June, 2025.

 

 

/s/ Zachary Scheiner

Zachary Scheiner

 

 

 

 



POWER OF ATTORNEY

FOR SEC REPORTING PURPOSES

The undersigned, hereby makes, constitutes and appoints each of Paul Hastings, Chief Executive Officer, Nadir Mahmood, President, and Bridgette Housley, VP, General Counsel and Secretary, so long as each is employed at Nkarta, Inc., a Delaware corporation (the “Company”), and Tai Vivatvaraphol, of O’Melveny & Myers LLP (“O’Melveny”), outside counsel to the Company, so long as she is employed at O’Melveny, with full power of substitution and re-substitution, acting individually, as the undersigned’s true and lawful Attorney-in-Fact and agent (each, an “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place, and stead, to:

(i)
obtain credentials (including codes or passwords) or take such other actions as may be necessary or appropriate to enable the undersigned to submit and file documents, forms and information with the U.S. Securities and Exchange Commission (“SEC”) via the Electronic Data Gathering and Retrieval (“EDGAR”) system, including (A) preparing, executing in the undersigned’s name and on the undersigned’s behalf, and submitting to the SEC a Form ID (and any amendments thereto) or any other documents or information necessary or appropriate to obtain credentials for submitting and filing documents via EDGAR, including legally binding the undersigned for purpose of the Form ID or such other documents; and (B) enrolling the undersigned in EDGAR Next or any successor filing system;
(ii)
with respect to Bridgette Housley and Tai Vivatvaraphol only, act as an initial account administrator for the undersigned’s EDGAR account, including: (A) appointing, removing and replacing account administrators, technical administrators, account users, and delegated entities; (B) maintaining the security of the undersigned’s EDGAR account, including modification of access codes; (C) maintaining, modifying and certifying the accuracy of information on the undersigned’s EDGAR account dashboard; (D) acting as the EDGAR point of contact with respect to the undersigned’s EDGAR account; and (E) taking any other actions contemplated by Rule 10 of Regulation S-T;
(iii)
prepare and execute for and on behalf of the undersigned any and all forms, schedules or other documents (including any amendments thereto) the undersigned is required to file with the SEC under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder or under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including: (A) Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes of Beneficial Ownership of Securities on Form 4, or Annual Statement of Beneficial Ownership of Securities on Form 5; (B) Statement of Ownership on Schedule 13G or Schedule 13D; (C) Notice of Proposed Sale of Securities on Form 144 (all such forms, schedules and other documents, including those described in clauses (A) through (C) are, collectively, the “SEC Filings”); and (D) submit and file the SEC Filings with the SEC via the EDGAR system or cause them to be submitted and filed by a person appointed under paragraph (ii) above;
(iv)
seek and obtain, as the undersigned’s representative and on the undersigned’s behalf, from any third party, including brokers, employee benefit plan administrators and trustees, information on transactions by the undersigned in the equity securities of the Company, and the undersigned hereby authorizes any such person to release such information to the requesting Attorney-in-Fact; and
(v)
do and perform any other action of any type whatsoever in connection with the foregoing that, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, and the undersigned hereby ratifies and confirms

all that any such Attorney-in-Fact and agent or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)
each Attorney-in-Fact is serving in such capacity at the request of the undersigned;
(ii)
this Power of Attorney authorizes, but does not require, each Attorney-in-Fact to act in their discretion on information provided to such Attorney-in-Fact without independent verification of such information;
(iii)
any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such Attorney-in-Fact, in their sole discretion, deems necessary or advisable;
(iv)
none of the Company nor any Attorney-in-Fact assumes (A) any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or the rules and regulations thereunder or Rule 144 under the Securities Act, (B) any liability of the undersigned for any failure to comply with such requirements, or (C) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(v) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations, including reporting requirements under Section 13 or Section 16 of the Exchange Act or the rules and regulations thereunder or Rule 144 under the Securities Act,.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, Schedules 13D or 13G or Forms 144 with respect to the undersigned’s holdings of, and transactions in, securities of the Company, unless earlier revoked as to any Attorney-in-Fact by the undersigned in a signed writing delivered to such Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of June, 2025.

 

 

/s/ Zachary Scheiner

Zachary Scheiner

 

 

 

 



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