SEC Form 4 · accession 0001140361-18-022050
Unity Biotechnology, Inc. · UBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Nelsen
Director · 10% Owner
Period of report
May 7, 2018
Accepted (ET)
May 7, 2018 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001463361
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F5 | May 7, 2018 | C | 2,030,625 | — | A | 2,070,172 | I | See Footnote |
| Common StockF1,F3,F5 | May 7, 2018 | C | 4,228,432 | — | A | 6,298,604 | I | See Footnote |
| Common StockF1,F3,F5 | May 7, 2018 | C | 2,067,160 | — | A | 8,365,764 | I | See Footnote |
| Common StockF1,F4,F5 | May 7, 2018 | C | 1,486,745 | — | A | 1,486,745 | I | See Footnote |
| Common StockF1,F4,F5 | May 7, 2018 | C | 195,672 | — | A | 1,682,417 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF1,F3,F5,F2 | — | May 7, 2018 | C | 2,030,625 | D | — | — | Common Stock | 2,030,625 | 0 | I |
| Series A-2 Preferred StockF1,F3,F5,F2 | — | May 7, 2018 | C | 4,228,432 | D | — | — | Common Stock | 4,228,432 | 0 | I |
| Series B Preferred StockF1,F3,F5,F2 | — | May 7, 2018 | C | 2,067,160 | D | — | — | Common Stock | 2,067,160 | 0 | I |
| Series B Preferred StockF1,F4,F5,F2 | — | May 7, 2018 | C | 1,486,745 | D | — | — | Common Stock | 1,486,745 | 0 | I |
| Series C Preferred StockF1,F4,F5,F2 | — | May 7, 2018 | C | 195,672 | D | — | — | Common Stock | 195,672 | 0 | I |
Explanation of responses
- F1The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering.
- F2The expiration date is not relevant to the conversion of these securities.
- F3The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH VII"). ARCH Venture Partners VII, L.P. (the "GPLP"), as the sole general partner of ARCH VII, may be deemed to beneficially own certain of the shares held by ARCH VII. ARCH Venture Partners VII, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. The Reporting Person is a managing director of GPLLC, and as such may be deemed to beneficially own the shares held by ARCH VII. The Reporting Person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- F4The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). ARCH Venture Partners VIII, LLC (the "AVP GPLLC"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. The Reporting Person is a managing director of AVP GPLLC, and as such may be deemed to beneficially own the shares held by ARCH Overage. The Reporting Person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- F5The managing directors of ARCH VII LLC and AVP GPLLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.