Statement of Changes in Beneficial Ownership (4)
February 12 2019 - 5:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
ARCH Venture Partners IX, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Gossamer Bio, Inc.
[
GOSS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
8755 W. HIGGINS ROAD, SUITE 1025
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/12/2019
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(Street)
CHICAGO, IL 60631
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/12/2019
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C
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3682539
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A
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(1)
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3682539
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I
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See footnotes
(2)
(3)
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Common Stock
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2/12/2019
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C
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345419
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A
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(1)
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4027958
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I
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See footnotes
(2)
(3)
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Common Stock
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2/12/2019
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C
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3682539
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A
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(1)
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3682539
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I
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See footnotes
(3)
(4)
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Common Stock
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2/12/2019
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C
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345419
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A
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(1)
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4027958
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I
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See footnotes
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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2/12/2019
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C
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16571429
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(1)
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(1)
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Common Stock
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3682539
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series A Preferred Stock
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(1)
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2/12/2019
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C
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16571428
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(1)
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(1)
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Common Stock
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3682539
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(1)
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0
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I
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See footnotes
(3)
(4)
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Series B Preferred Stock
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(1)
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2/12/2019
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C
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1554388
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(1)
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(1)
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Common Stock
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345419
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(1)
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0
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I
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See footnotes
(2)
(3)
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Series B Preferred Stock
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(1)
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2/12/2019
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C
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1554388
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(1)
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(1)
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Common Stock
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345419
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(1)
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0
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I
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See footnotes
(3)
(4)
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Explanation of Responses:
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(1)
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The shares of the Issuer's Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of 4.5 to one share, immediately prior to the consummation of the Issuer's initial public offering. The Series A Preferred Stock and Series B Preferred Stock had no expiration date.
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(2)
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These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. As managing directors of GPLLC, each of Keith Crandell, Clinton Bybee and Robert Nelsen (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by GPLLC.
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(3)
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Each of GPLP, ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
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(4)
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These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). Overage GPLP, as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by Overage GPLP. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by GPLLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ARCH Venture Partners IX, LLC
8755 W. HIGGINS ROAD
SUITE 1025
CHICAGO, IL 60631
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X
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ARCH Venture Fund IX Overage, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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ARCH Venture Partners IX Overage, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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ARCH Venture Fund IX, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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ARCH Venture Partners IX, L.P.
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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NELSEN ROBERT
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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CRANDELL KEITH
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 10
CHICAGO, IL 60631
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X
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BYBEE CLINTON
C/O ARCH VENTURE PARTNERS IX, LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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Signatures
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ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, Managing Director
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2/12/2019
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**
Signature of Reporting Person
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Date
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ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
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2/12/2019
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**
Signature of Reporting Person
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Date
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ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
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2/12/2019
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**
Signature of Reporting Person
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Date
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ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
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2/12/2019
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Signature of Reporting Person
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Date
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ARCH Venture Partners IX, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
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2/12/2019
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**
Signature of Reporting Person
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Date
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Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
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2/12/2019
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Signature of Reporting Person
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Date
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Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
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2/12/2019
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Signature of Reporting Person
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Date
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Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
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2/12/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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