Sec Form 3 Filing - RA CAPITAL MANAGEMENT, L.P. @ 4D Molecular Therapeutics, Inc. - 2024-11-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 2. Issuer Name and Ticker or Trading Symbol 4D Molecular Therapeutics, Inc. [ FDMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 BERKELEY STREET, 18TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2024 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 5,098,211 I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Warrant (Right to Buy) $ 0.0001 ( 3 ) ( 3 ) Common Stock 3,075,000 I See footnotes ( 1 ) ( 2 ) Cash-Settled Total Return Swap ( 4 ) ( 4 ) 11/13/2029 Common Stock 3,637,430 I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X Signatures /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 11/25/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 11/25/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, individually 11/25/2024 Signature of Reporting Person Date /s/ Rajeev Shah, individually 11/25/2024 Signature of Reporting Person Date

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. 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. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. ( 3 )The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. ( 4 )Represents a cash-settled total return swap agreement with an unaffiliated third party financial institution, which provides the Fund with economic exposure to an aggregate of 3,637,430 shares of Common Stock. The swap provides the Fund with economic results that are comparable to the economic results of ownership but do not provide the Fund with voting or dispositive power over the shares of Common Stock that are the subject of the swap. The Reporting Persons do not have the right to convert the swap into shares of Common Stock at any time.

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).

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