Statement of Changes in Beneficial Ownership (4)
May 09 2023 - 04:25PM
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
|
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 *
Peterson Caryn |
2. Issuer Name and Ticker or Trading
Symbol Gossamer Bio, Inc. [ GOSS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP, Regulatory Affairs |
(Last)
(First)
(Middle)
3013 SCIENCE PARK ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/5/2023
|
(Street)
SAN DIEGO, CA 92121 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
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 |
Stock Option (Right to Buy) |
$22.1 |
5/5/2023 |
|
D |
|
|
48500 |
(1) |
3/25/2029 |
Common Stock |
48500.0 |
(2) |
0 |
D |
|
Stock Option (Right to Buy) |
$16.4 |
5/5/2023 |
|
D |
|
|
13750 |
(3) |
12/23/2029 |
Common Stock |
13750.0 |
(4) |
0 |
D |
|
Stock Option (Right to Buy) |
$14.55 |
5/5/2023 |
|
D |
|
|
34175 |
(5) |
2/14/2030 |
Common Stock |
34175.0 |
(6) |
0 |
D |
|
Stock Option (Right to Buy) |
$9.79 |
5/5/2023 |
|
D |
|
|
28250 |
(7) |
2/25/2031 |
Common Stock |
28250.0 |
(8) |
0 |
D |
|
Stock Option (Right to Buy) |
$8.49 |
5/5/2023 |
|
D |
|
|
31750 |
(9) |
4/16/2031 |
Common Stock |
31750.0 |
(10) |
0 |
D |
|
Stock Option (Right to Buy) |
$11.94 |
5/5/2023 |
|
D |
|
|
190000 |
(11) |
1/5/2032 |
Common Stock |
190000.0 |
(12) |
0 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
32334 |
|
(1) |
3/25/2029 |
Common Stock |
32334.0 |
(2) |
32334 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
9167 |
|
(3) |
12/23/2029 |
Common Stock |
9167.0 |
(4) |
9167 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
22784 |
|
(5) |
2/14/2030 |
Common Stock |
22784.0 |
(6) |
22784 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
18834 |
|
(7) |
2/25/2031 |
Common Stock |
18834.0 |
(8) |
18834 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
21167 |
|
(9) |
4/16/2031 |
Common Stock |
21167.0 |
(10) |
21167 |
D |
|
Stock Option (Right to Buy) |
$1.36 (13) |
5/5/2023 |
|
A |
|
126667 |
|
(11) |
1/5/2032 |
Common Stock |
126667.0 |
(12) |
126667 |
D |
|
Explanation of
Responses: |
(1) |
The shares subject to the
option are fully vested. |
(2) |
On May 5, 2023, the Issuer
canceled an option granted on March 25, 2019. In exchange for the
canceled option, the reporting person received 32,334 options to
purchase common stock having a lower exercise price with the same
vesting terms. |
(3) |
25% of the total number of
shares subject to the option vested on December 23, 2020 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. |
(4) |
On May 5, 2023, the Issuer
canceled an option granted on December 23, 2019. In exchange for
the canceled option, the reporting person received 9,167 options to
purchase common stock having a lower exercise price with the same
vesting terms. |
(5) |
25% of the total number of
shares subject to the option vested on February 14, 2021 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. |
(6) |
On May 5, 2023, the Issuer
canceled an option granted on February 14, 2020. In exchange for
the canceled option, the reporting person received 22,784 options
to purchase common stock having a lower exercise price with the
same vesting terms. |
(7) |
25% of the total number of
shares subject to the option vested 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. |
(8) |
On May 5, 2023, the Issuer
canceled an option granted on February 25, 2021. In exchange for
the canceled option, the reporting person received 18,834 options
to purchase common stock having a lower exercise price with the
same vesting terms. |
(9) |
25% of the total number of
shares subject to the option vested on April 16, 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. |
(10) |
On May 5, 2023, the Issuer
canceled an option granted on April 16, 2021. In exchange for the
canceled option, the reporting person received 21,167 options to
purchase common stock having a lower exercise price with the same
vesting terms. |
(11) |
One-third of the total
number of shares subject to the option vested on January 6, 2023
and 1/36th 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. |
(12) |
On May 5, 2023, the Issuer
canceled an option granted on January 6, 2022. In exchange for the
canceled option, the reporting person received 126,667 options to
purchase common stock having a lower exercise price with the same
vesting terms. |
(13) |
The exercise price of the
option is $1.36 per share, representing the fair market value per
share of the Issuer's common stock on the date of grant; provided
that in the event the option is exercised prior to May 5, 2024, or
the Reporting Person's employment terminates prior to May 5, 2024
other than due to death, disability or circumstances giving rise to
severance under the Reporting Person's employment agreement, the
exercise price will be increased to the exercise price of the
cancelled option in exchange for which this option was
granted. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Peterson Caryn
3013 SCIENCE PARK ROAD
SAN DIEGO, CA 92121 |
|
|
EVP, Regulatory Affairs |
|
Signatures
|
/s/ Jeff Boerneke,
Attorney-in-Fact |
|
5/9/2023 |
**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. |
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