SEC FORM 3

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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^*

King Andrew James

(Last)

(First)

(Middle)

C/O JADE BIOSCIENCES, INC.

221 CRESCENT ST., BLDG. 23, STE. 105

(Street)

WALTHAM

02453

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2025

3. Issuer Name and Ticker or Trading Symbol
Jade Biosciences, Inc. [ JBIO ]

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

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

5. 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 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	344,863⁽¹⁾⁽²⁾⁽³⁾	D

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)
Stock Option (Right to Buy)	⁽⁴⁾	09/04/2034	Common Stock	27,589	$0.5	D
Stock Option (Right to Buy)	⁽⁵⁾	10/29/2034	Common Stock	185,398	$2.32	D
Stock Option (Right to Buy)	⁽⁶⁾	01/29/2035	Common Stock	238,894	$6.03	D
Stock Option (Right to Buy)	⁽⁷⁾	01/29/2035	Common Stock	552,709	$6.03	D

Explanation of Responses:

1. Effective as of April 28, 2025 (the "Effective Time"), (i) a wholly-owned subsidiary of Aerovate Therapeutics, Inc. ("Aerovate") merged with and into Jade Biosciences, Inc. ("Jade") with Jade continuing as a wholly owned subsidiary of Aerovate and the surviving corporation of the merger, (ii) immediately thereafter, Jade merged with and into a second wholly-owned subsidiary of Aerovate ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger and (iii) immediately thereafter, Second Merger Sub merged with and into Aerovate, with Aerovate being the surviving entity of the merger (collectively, the "Merger"). At the Effective Time, Aerovate changed its name to "Jade Biosciences, Inc." (hereinafter, the "Issuer").

2. Represents the number of shares of restricted common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of restricted common stock of Jade held by the Reporting Person prior to the Merger. Each share of restricted common stock of Jade held at the Effective Time was exchanged for 0.6311 shares of the Issuer's restricted common stock.

3. Consists of 344,863 shares of restricted common stock, one quarter of which will vest on August 1, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

4. This option represents a right to purchase 27,589 shares of the Issuer's common stock, which vests in 48 equal monthly installments through September 30, 2028, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

5. This option represents a right to purchase 185,398 shares of the Issuer's common stock, one quarter of which will vest on August 1, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

6. This option represents a right to purchase 238,894 shares of the Issuer's common stock, which vests in 48 equal monthly installments through January 29, 2029, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

7. This option represents a right to purchase 552,709 shares of the Issuer's common stock, one quarter of which will vest on January 29, 2026, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney Chief Scientific Officer & Head of Research and Development

	/s/ Elizabeth Balta, as attorney-in-fact for Andrew James King	05/01/2025
	** 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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