Sec Form 4 Filing - RA CAPITAL MANAGEMENT, L.P. @ Eliem Therapeutics, Inc. - 2024-06-27

FORM 4 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 Eliem Therapeutics, Inc. [ ELYM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 06/27/2024 (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 06/27/2024 A 973,000 A 11,572,586 I See footnotes ( 2 ) ( 3 ) Common Stock 06/27/2024 A 2,479,872 A 2,479,872 I See footnotes ( 3 ) ( 4 ) Common Stock 06/27/2024 A 1,807,000 A 1,807,000 I See footnotes ( 3 ) ( 5 ) Common Stock 06/27/2024 P 11,949,171 A $ 3.84 23,521,757 I See footnotes ( 2 ) ( 3 ) Common Stock 06/27/2024 P 1,059,375 A $ 3.84 2,866,375 I See footnotes ( 3 ) ( 5 ) Common Stock 1,226,497 I See footnotes ( 3 ) ( 6 ) Common Stock 483,679 I See footnotes ( 3 ) ( 7 ) Common Stock 841,087 I See footnotes ( 3 ) ( 8 )

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

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 X RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X X RA Capital Nexus Fund, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X RA Capital Nexus Fund II, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X RA Capital Nexus Fund III, L.P. 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 X Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X X Signatures /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 07/01/2024 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. 07/01/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P. 07/01/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P. 07/01/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 07/01/2024 Signature of Reporting Person Date /s/ Peter Kolchinsky, individually 07/01/2024 Signature of Reporting Person Date /s/ Rajeev Shah, individually 07/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for equity of Tenet Medicines, Inc. ("Tenet") pursuant to an Agreement and Plan of Merger and Reorganization, dated April 10, 2024, by and among the Issuer, Tango Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Tango Merger Sub") and Tenet (the "Acquisition Agreement"). Under the terms of the Acquisition Agreement, on June 27, 2024, Tenet was acquired by the Issuer through the merged of Tango Merger Sub with and into Tenet (the "Acquisition"), with Tenet surviving the Acquisition as a wholly-owned subsidiary of the Issuer. ( 2 )These securities are held directly by RA Capital Healthcare Fund, L.P. (the "Fund"). ( 3 )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 II Fund, L.P. (the "Nexus Fund II"), 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 Fund and the Nexus Fund III collectively own approximately 81% of the outstanding equity interests of Sera Medicines, LLC ("Sera"). Accordingly, each of the Fund, the Nexus Fund III and the Adviser may be deemed to beneficially own the securities held by Sera. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disc laim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein. ( 4 )These securities are held directly by Sera. ( 5 )These securities are held directly by Nexus Fund III. ( 6 )These securities are held directly by the Nexus Fund. ( 7 )These securities are held directly by the Nexus Fund II. ( 8 )These securities are held directly by the Account.

Remarks: Dr. Andrew Levin, a Partner and Managing Director of the Adviser, serves on the Issuer's board of directors.

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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