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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2025

3. Issuer Name and Ticker or Trading Symbol
Sionna Therapeutics, Inc. [ SION ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	878,789	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	342,207	I	See footnotes⁽²⁾⁽³⁾
Common Stock	147,833	I	See footnotes⁽²⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	560,642	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	218,375	⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾
Series Seed Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	94,486	⁽⁵⁾	I	See footnotes⁽²⁾⁽⁴⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	841,716	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	309,069	⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	85,489	⁽⁵⁾	I	See footnotes⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	632,244	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,475,237	⁽⁵⁾	I	See footnotes⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,987,388	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	746,847	⁽⁵⁾	I	See footnotes⁽²⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund, L.P.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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 Fund, L.P. (the "Nexus 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, the Fund, he Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Held directly by the Nexus Fund.

4. Held directly by the Account.

5. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stoc, and Series C Preferred Stock (collectively the "Preferred Stock") is convertible into shares of Common Stock of the Issuer on a one-for-1.4611 basis without payment of further consideration. Upon the closing of the Issuer's initial public offering, the Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Preferred Stock has no expiration date.

6. Held directly by Nexus Fund III.

Remarks:

Joshua Resnick, a Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	02/06/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	02/06/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.	02/06/2025
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	02/06/2025
	/s/ Peter Kolchinsky, individually	02/06/2025
	/s/ Rajeev Shah, individually	02/06/2025
	** 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 5 (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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