Amended Statement of Ownership (sc 13g/a)
February 02 2021 - 5:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Unity Biotechnology, Inc.
(Name
of Issuer)
Common Stock par value $0.0001 per share
(Title
of Class of Securities)
91381U101
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however,
see the Notes).
|
CUSIP
No. 91381U101
|
13G
|
Page
2 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
ARCH Venture Fund VII, L.P.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
3 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
ARCH Venture Fund VIII Overage, L.P.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
4 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
ARCH Venture Partners VII, L.P.
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
5 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
ARCH Venture Partners VII, LLC
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
6 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
ARCH Venture Partners VIII, LLC
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
7 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Keith
Crandell
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
8 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Clinton Bybee
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,048,181
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.0%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
9 of 17 Pages
|
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Robert Nelsen
|
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
|
3
|
|
SEC
USE ONLY
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
52,118
|
|
|
6
|
|
SHARED
VOTING POWER
10,048,181
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
52,118
|
|
|
8
|
|
SHARED
DISPOSITIVE POWER
10,048,181
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,100,299
|
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.1%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
CUSIP
No. 91381U101
|
13G
|
Page
10 of 17 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
Unity Biotechnology, Inc. (the “Issuer”).
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
285 East Grand Avenue, South San Francisco, CA 94080
|
Item
2(a).
|
Name
of Person Filing:
|
ARCH Venture Fund VII, L.P. (“ARCH Venture Fund VII”);
ARCH Venture Fund VIII Overage, L.P. (“AVF VIII Overage LP”); ARCH Venture Partners VII, L.P. (“AVP VII LP”);
ARCH Venture Partners VII, LLC (“AVP VII LLC”); ARCH Venture Partners VIII, LLC (“AVP VIII LLC”) (collectively,
the “Reporting Entities” and individually, each a “Reporting Entity”); and Keith Crandell (“Crandell”),
Robert Nelsen (“Nelsen”) and Clinton Bybee (“Bybee”) (collectively, the “Managing Directors”
and individually, each a “Managing Director”). The Reporting Entities and the Managing Directors collectively are referred
to as the “Reporting Persons”.
|
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
8755 W. Higgins Avenue, Suite 1025, Chicago, IL 60631
ARCH Venture Fund VII, AVF VIII Overage LP and AVP VIII LP are limited
partnerships organized under the laws of the State of Delaware. AVP VII LLC and AVP VIII LLC are limited liability companies organized
under the laws of the State of Delaware. Each Managing Director is a US citizen.
|
Item
2(d).
|
Title
of Class of Securities.
|
Common stock, par value $0.0001 per share.
91381U101
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not
Applicable.
|
CUSIP
No. 91381U101
|
13G
|
Page
11 of 17 Pages
|
|
(a)
|
Amount beneficially owned:
ARCH Venture Fund VII is the record owner of 8,365,764 shares of
Common Stock (the “ARCH VII Shares”) as of December 31, 2020. AVP VII LP, as the sole general partner of ARCH Venture
Fund VII, may be deemed to beneficially own the ARCH VII Shares. AVP VII LLC, as the sole general partner of AVP VII LP, may be
deemed to beneficially own ARCH VII Shares. AVF VIII Overage LP is the record owner of 1,682,417 shares of Common Stock (the “Overage
Shares”; combined with ARCH VII Shares, the “Record Shares”) as of December 31, 2020. AVP VIII LLC, as the sole
general partner of AVF VIII Overage LP, may be deemed to beneficially own the Overage Shares. As managing directors of AVP VII
LLC and AVP VIII LLC, each Managing Director may also be deemed to share the power to direct the disposition and vote of the Record
Shares. In addition, as of December 31, 2020, Mr. Nelsen held vested options to 52,118 shares of Common Stock (the "Vested
Option Shares").
|
|
(b)
|
Percent of class:
See line 11 of the cover sheets. The percentages set forth on the
cover sheet for each Reporting Person (other than Nelsen) is based upon 52,913,180 shares of common stock outstanding as of October
30, 2020 as reported on the Issuers Form 10-Q as filed with the Securities and Exchange Commission on November 4, 2020. For Nelsen,
the Vested Option Shares were included in the number of shares of Common Stock outstanding.
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
See line 5 of the cover sheets.
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
See line 6 of the cover sheets.
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
See line 7 of the cover sheets.
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition:
See line 8 of the cover sheets.
|
|
|
|
|
Each Reporting Person disclaims beneficial ownership of such shares
of Common Stock except for the shares, if any, such Reporting Person holds of record.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Not
applicable.
|
CUSIP
No. 91381U101
|
13G
|
Page
12 of 17 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: February
2, 2021
ARCH
VENTURE FUND VII, L.P.
By:
ARCH Venture Partners VII, L.P.
its General
Partner
By: ARCH Venture Partners VII, LLC
its General Partner
By:
*
Keith
Crandell
Managing
Director
ARCH VENTURE PARTNERS VII, L.P.
By:
ARCH Venture Partners VII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VII, LLC
By:
*
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
|
CUSIP
No. 91381U101
|
13G
|
Page
13 of 17 Pages
|
ARCH VENTURE FUND VIII OVERAGE, L.P.
By: ARCH Venture Partners VIII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, LLC
By:
*
Keith Crandell
Managing Director
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
This Amendment No. 2 to Schedule 13G was
executed by Mark McDonnell pursuant to Powers of Attorney attached hereto as Exhibit 2.0 and Exhibit 2.1 and
incorporated herein by reference.
|
CUSIP
No. 91381U101
|
13G
|
Page
14 of 17 Pages
|
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1-(k)(1)
under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Unity
Biotechnology, Inc.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
Dated:
February 2, 2021
ARCH
VENTURE FUND VII, L.P.
By:
ARCH Venture Partners VII, L.P.
its General
Partner
By: ARCH Venture Partners VII, LLC
its General Partner
By:
*
Keith
Crandell
Managing
Director
ARCH VENTURE PARTNERS VII, L.P.
By:
ARCH Venture Partners VII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VII, LLC
By:
*
Keith Crandell
Managing Director
*
Keith Crandell
*
Robert Nelsen
*
Clinton Bybee
|
CUSIP
No. 91381U101
|
13G
|
Page
15 of 17 Pages
|
ARCH VENTURE FUND VIII OVERAGE, L.P.
By: ARCH Venture Partners VIII, LLC
its General
Partner
By:
*
Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, LLC
By:
*
Keith Crandell
Managing Director
* By: /s/
Mark McDonnell
Mark
McDonnell as
Attorney-in-Fact
This Agreement was executed by Mark McDonnell pursuant to Powers
of Attorney attached hereto as Exhibit 2.0 and Exhibit 2.1 and incorporated herein by reference.
|
CUSIP
No. 91381U101
|
13G
|
Page
16 of 17 Pages
|
Exhibit 2.0
POWERS OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary,
desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general
partner, member, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power
of Attorney shall remain in full force and effect with respect to each undersigned person unless and until six months after such
person is both no longer a Managing Director of ARCH Venture Partners and no longer serving on the board of directors of any portfolio
company of any ARCH Venture Partners fund.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of
the 7th day of May 2013.
ARCH
VENTURE FUND VII, L.P.
By:
ARCH Venture Partners VII, L.P.
its General
Partner
By: ARCH Venture Partners VII, LLC
its General Partner
By: /s/
Keith
Crandell
Managing
Director
ARCH VENTURE PARTNERS VII, L.P.
By:
ARCH Venture Partners VII, LLC
its General
Partner
By:
/s/
Keith
Crandell
Managing Director
ARCH VENTURE PARTNERS VII, LLC
By:
/s/ Keith Crandell
Managing Director
/s/ Keith
Crandell
Keith Crandell
/s/
Robert Nelsen
Robert Nelsen
/s/
Clinton Bybee
Clinton
Bybee
|
CUSIP
No. 91381U101
|
13G
|
Page
17 of 17 Pages
|
Exhibit 2.1
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power
of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to
be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, member, director,
officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission,
and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and
effect with respect to each undersigned person unless and until six months after such person is both no longer a Managing Director
of ARCH Venture Partners and no longer serving on the board of directors of any portfolio company of any ARCH Venture Partners
fund.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 26th
day of July, 2017.
ARCH VENTURE FUND VIII OVERAGE, L.P.
By: ARCH Venture Partners VIII, LLC
its General
Partner
By:
/s/ Keith Crandell
Managing Director
ARCH VENTURE PARTNERS VIII, L.P.
By: ARCH Venture Partners VIII, LLC
its General
Partner
By:
/s/ Keith Crandell
Managing Director
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