SEC Form 4 · accession 0001638599-18-001185
Kodiak Sciences Inc. · KOD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 5:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001468748
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F8,F9 | Oct 9, 2018 | C | 372,792 | — | A | 372,792 | I | See Footnotes |
| Common StockF1,F3,F8,F9 | Oct 9, 2018 | C | 4,627,208 | — | A | 4,627,208 | I | See Footnotes |
| Common StockF4,F2,F8,F9 | Oct 9, 2018 | C | 58,989 | $5.00 | A | 431,781 | I | See Footnotes |
| Common StockF4,F3,F8,F9 | Oct 9, 2018 | C | 732,198 | $5.00 | A | 5,359,406 | I | See Footnotes |
| Common StockF5,F2,F8,F9 | Oct 9, 2018 | J | 86,501 | — | A | 518,282 | I | See Footnotes |
| Common StockF5,F3,F8,F9 | Oct 9, 2018 | J | 767,427 | — | A | 6,126,833 | I | See Footnotes |
| Common StockF2,F6,F8,F9 | Oct 9, 2018 | P | 251,898 | $10.00 | A | 770,180 | I | See Footnotes |
| Common StockF3,F6,F8,F9 | Oct 9, 2018 | P | 2,248,102 | $10.00 | A | 8,374,935 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Redeemable Convertible Preferred SharesF7,F1,F2,F8,F9 | — | Oct 9, 2018 | C | 372,792 | D | — | — | Common Stock | 372,792 | 0 | I |
| Series B Redeemable Convertible Preferred SharesF7,F1,F3,F8,F9 | — | Oct 9, 2018 | C | 4,627,208 | D | — | — | Common Stock | 4,627,208 | 0 | I |
| Secured Bridge Notes 30% 12/1/2020F7,F2,F4,F8,F9 | $5.00 | Oct 9, 2018 | C | 294,948 | D | Jan 31, 2018 | Dec 1, 2020 | Common Stock | 58,989 | 0 | I |
| Secured Bridge Notes 30% 12/1/2020F7,F3,F4,F8,F9 | $5.00 | Oct 9, 2018 | C | 3,660,993 | D | Jan 31, 2018 | Dec 1, 2020 | Common Stock | 732,198 | 0 | I |
Explanation of responses
- F1Represents common stock of Kodiak Sciences Inc. (the "Issuer") received upon conversion of the Issuer's Series B Redeemable Convertible Preferred Stock ("Series B Preferred") which automatically converted into common stock of the Issuer ("Common Stock") on a 1 for 1 basis without consideration upon closing of the initial public offering of the Issuer ("IPO"). The Series B Preferred did not have an expiration date and were convertible, at any time, at the holder's election, into Common Stock.
- F2After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F3After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with "667", the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F4Represents Common Stock received upon conversion of the Issuer's 30% Secured Bridge Notes with a maturity date of December 1, 2020 ("Secured Bridge Notes") which automatically converted into Common Stock at a conversion price of $5.00 ("Secured Note Conversion Price") without consideration upon closing of the IPO. The Secured Bridge Notes were convertible, at any time, at the option of the holder after January 31, 2018, into Common Stock.
- F5Represents Common Stock received upon conversion of the Issuer's 6% Unsecured Bridge Notes with a maturity date of December 1, 2020 ("Unsecured Bridge Notes") which automatically converted into Common Stock at a conversion price of $8.00 or 80% of the IPO price ("Unsecured Note Conversion Price") without consideration upon closing of the IPO.
- F6667 and Life Sciences purchased 251,898 and 2,248,102 shares of Common Stock, respectively, for $10.00 per share in the IPO that closed on October 9, 2018.
- F7Pursuant to Instruction 4(c)(iii), this response has been left blank.
- F8Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- F9Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Remarks
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.