Structure Therapeutics

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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

WELCH DANIEL G

(Last)

(First)

(Middle)

C/O STRUCTURE THERAPEUTICS INC.

611 GATEWAY BLVD., SUITE 223

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Structure Therapeutics Inc. [ GPCR ]

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)
08/03/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$2.6	08/03/2023		J⁽¹⁾			411,000	⁽²⁾	01/19/2032	Ordinary Shares	411,000	$7.97⁽¹⁾	768,122	D
Stock option (right to buy)	$2.6	08/03/2023		J⁽¹⁾		205,500		⁽²⁾	01/19/2032	Ordinary Shares	205,500	$7.97⁽¹⁾	205,500	I	By Trust⁽³⁾
Stock option (right to buy)	$2.6	08/03/2023		J⁽¹⁾		205,500		⁽²⁾	01/19/2032	Ordinary Shares	205,500	$7.97⁽¹⁾	205,500	I	By Trust⁽⁴⁾

Explanation of Responses:

1. The reported transactions involve the Reporting Person's transfer of the vested portion of his option to trusts established for the benefit of his children. The transfer was a substitution for minority interests in a family limited partnership of equivalent value previously gifted to the trusts. The price per share is 1/3 of the closing price of the Issuer's American Depositary Shares ("ADS") on the date of transfer less the exercise price per share of the option. Each ADS consist of three of the Issuer's ordinary shares.

2. 1/3rd of the shares vested one year after January 5, 2022 (the "Vesting Commencement Date"); the balance of the shares vest in a series of 24 successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date.

3. The option is held by the Andrew J. Welch 2020 Irrevocable GST Trust, dated July 1, 2020. The Reporting Person is trustee of such trust and his son is the sole beneficiary of such trust.

4. The option is held by the Michael D. Welch 2020 Irrevocable GST Trust, dated July 1, 2020. The Reporting Person is trustee of such trust and his son and such son's descendants are the sole beneficiaries of such trust.

Remarks:

	/s/ Jun Yoon, Attorney-in-Fact	08/04/2023
	** 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).
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