SEC FORM 4

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).

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^*

HO WILLIAM

(Last)

(First)

(Middle)

C/O RAPT THERAPEUTICS, INC.

561 ECCLES AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024

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)
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)
Employee Stock Option (right to buy)	$12	11/13/2024		D⁽¹⁾			7,807	⁽¹⁾	10/29/2029	Common Stock	7,807	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽¹⁾		7,807		⁽¹⁾	10/29/2029	Common Stock	7,807	$0	7,807	D
Employee Stock Option (right to buy)	$44.66	11/13/2024		D⁽²⁾			20,000	⁽³⁾	01/29/2030	Common Stock	20,000	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽²⁾		20,000		⁽³⁾	01/29/2030	Common Stock	20,000	$0	20,000	D
Employee Stock Option (right to buy)	$19.53	11/13/2024		D⁽⁴⁾			55,000	⁽⁵⁾	01/27/2031	Common Stock	55,000	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽⁴⁾		55,000		⁽⁵⁾	01/27/2031	Common Stock	55,000	$0	55,000	D
Employee Stock Option (right to buy)	$19.86	11/13/2024		D⁽⁶⁾			55,000	⁽⁷⁾	01/27/2032	Common Stock	55,000	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽⁶⁾		55,000		⁽⁷⁾	01/27/2032	Common Stock	55,000	$0	55,000	D
Employee Stock Option (right to buy)	$29.05	11/13/2024		D⁽⁸⁾			56,000	⁽⁹⁾	01/30/2033	Common Stock	56,000	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽⁸⁾		56,000		⁽⁹⁾	01/30/2033	Common Stock	56,000	$0	56,000	D
Employee Stock Option (right to buy)	$24.75	11/13/2024		D⁽¹⁰⁾			75,000	⁽¹¹⁾	01/30/2034	Common Stock	75,000	$0	0	D
Employee Stock Option (right to buy)	$1.57	11/13/2024		A⁽¹⁰⁾		75,000		⁽¹¹⁾	01/30/2034	Common Stock	75,000	$0	75,000	D

Explanation of Responses:

1. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on October 30, 2019 for 22,083 shares and is fully vested.

2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 30, 2020.

3. 1/48th of the shares subject to the option vested or shall shall vest on each monthly anniversary of the vesting start date of January 1, 2020.

4. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 28, 2021.

5. 1/48th of the shares subject to the option vested or shall vest on each monthly anniversary of the vesting commencement date of January 1, 2021.

6. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 28, 2022.

7. 1/48th of the shares subject to the option vested or shall vest on each monthly anniversary of the vesting commencement date of January 1, 2022.

8. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 31, 2023.

9. 1/48th of the shares subject to the option shall vest on each monthly anniversary of the vesting commencement date of January 1, 2023.

10. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 31, 2024.

11. 1/48th of the shares subject to the option shall vest on each monthly anniversary of the vesting commencement date of January 1, 2024.

	/s/ Rodney Young, Attorney-in-Fact	11/15/2024
	** 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.
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SEC Form 4 filed by CHIEF MEDICAL OFFICER Ho William