Statement of Changes in Beneficial Ownership (4)
January 19 2023 - 6:32PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
BVF PARTNERS L P/IL |
2. Issuer Name and Ticker or Trading Symbol
Cullinan Oncology, Inc.
[
CGEM
]
|
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)
44 MONTGOMERY ST., 40TH FL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/19/2023 |
(Street)
SAN FRANCISCO, CA 94104
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 (1) | 1/19/2023 | | J(5) | | 3500000 | D | (6) | 558854 | D (2) | |
Common Stock (1) | 1/19/2023 | | J(5) | | 2600000 | D | (6) | 392808 | D (3) | |
Common Stock (1) | 1/19/2023 | | J(5) | | 300000 | D | (6) | 64161 | D (4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Series A Convertible Preferred Stock (1) | (6) | 1/19/2023 | | J (5) | | 350000 | | (6) | (6) | Common Stock | 3500000 | (6) | 350000 | D (2) | |
Series A Convertible Preferred Stock (1) | (6) | 1/19/2023 | | J (5) | | 260000 | | (6) | (6) | Common Stock | 2600000 | (6) | 260000 | D (3) | |
Series A Convertible Preferred Stock (1) | (6) | 1/19/2023 | | J (5) | | 30000 | | (6) | (6) | Common Stock | 300000 | (6) | 30000 | D (4) | |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. |
(3) | Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. |
(4) | Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. |
(5) | Pursuant to a letter agreement with the Issuer, BVF, BVF2 and Trading Fund OS agreed to exchange an aggregate of 6,400,000 shares of Common Stock for a total of 640,000 shares of newly issued Series A Convertible Preferred Stock (the "Series A Preferred Stock") as set forth herein. |
(6) | The Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to the Conversion Ratio equal to a Stated Value of $109.20 per share divided by a Conversion Price of $10.92, or 10 shares of Common Stock for each share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations for the Series A Preferred Stock (the "COD"). Under the COD, the Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such conversion. The Series A Preferred Stock has no expiration date. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
| X |
|
|
BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
|
|
| See Explanation of Responses |
BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO, CA 94104 |
|
|
| See Explanation of Responses |
BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
|
|
| See Explanation of Responses |
BVF II GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO, CA 94104 |
|
|
| See Explanation of Responses |
Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
|
|
| See Explanation of Responses |
BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
|
|
| See Explanation of Responses |
BVF GP HOLDINGS LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO, CA 94104 |
| X |
|
|
BVF INC/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
| X |
|
|
LAMPERT MARK N 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
| X |
|
|
Signatures
|
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 1/19/2023 |
**Signature of Reporting Person | Date |
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | | 1/19/2023 |
**Signature of Reporting Person | Date |
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 1/19/2023 |
**Signature of Reporting Person | Date |
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | | 1/19/2023 |
**Signature of Reporting Person | Date |
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 1/19/2023 |
**Signature of Reporting Person | Date |
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 1/19/2023 |
**Signature of Reporting Person | Date |
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 1/19/2023 |
**Signature of Reporting Person | Date |
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 1/19/2023 |
**Signature of Reporting Person | Date |
BVF Inc., By: /s/ Mark N. Lampert, President | | 1/19/2023 |
**Signature of Reporting Person | Date |
/s/ Mark N. Lampert | | 1/19/2023 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Cullinan Therapeutics (NASDAQ:CGEM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cullinan Therapeutics (NASDAQ:CGEM)
Historical Stock Chart
From Jul 2023 to Jul 2024