Statement of Changes in Beneficial Ownership (4)
March 01 2021 - 4:40PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Christian Waage |
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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & General Counsel |
(Last)
(First)
(Middle)
3013 SCIENCE PARK ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2021 |
(Street)
SAN DIEGO, CA 92121
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 2/25/2021 | | A | | 45000 (1) | A | $0 | 593689 (2) | D | |
Common Stock | | | | | | | | 6954 | I | By family trust |
Common Stock | | | | | | | | 22222 | I | By trust FBO son |
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) | 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 |
Stock Option (Right to Buy) | $9.79 | 2/25/2021 | | A | | 90000 | | (3) | 2/25/2031 | Common Stock | 90000.0 | $0 | 90000 | D | |
Explanation of Responses: |
(1) | Represents restricted stock unit award, which will vest in three equal annual installments in accordance with the terms of the award and subject to the Reporting Person's continuous service to the Issuer on each vesting date. |
(2) | Includes 97,923 shares subject to forfeiture, which shares will vest in equal monthly installments as set forth in the restricted stock agreement between the Issuer and Reporting Person so that all of the shares will be released from the forfeiture restriction on November 18, 2021, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. Also includes 46,500 restricted stock units granted in February 2020, which shares will vest in three equal annual installments in accordance with the terms of the award and subject to the Reporting Person's continuous service to the Issuer on each vesting date. |
(3) | 25% of the total number of shares subject to the option will vest on February 25, 2022 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Christian Waage 3013 SCIENCE PARK ROAD SAN DIEGO, CA 92121 |
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| EVP & General Counsel |
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Signatures
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/s/ Jeff Boerneke, Attorney-in-Fact | | 3/1/2021 |
**Signature of Reporting Person | Date |
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