SEC Form 4 · accession 0001209191-19-009463
Gossamer Bio, Inc. · GOSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Otello Stampacchia
Director · 10% Owner
Omega Fund V GP Manager, Ltd.
10% Owner
Omega Fund V, L.P.
10% Owner
Omega Fund V GP, L.P.
10% Owner
Period of report
Feb 12, 2019
Accepted (ET)
Feb 12, 2019 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001728117
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 12, 2019 | C | 6,953,416 | — | A | 6,953,416 | 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 Seed Preferred StockF1,F2 | — | Feb 12, 2019 | C | 20,000,000 | D | — | — | Common Stock | 4,444,444 | 0 | I |
| Series A Preferred StockF1,F2 | — | Feb 12, 2019 | C | 7,124,620 | D | — | — | Common Stock | 1,583,248 | 0 | I |
| Series B Preferred StockF1,F2 | — | Feb 12, 2019 | C | 4,165,760 | D | — | — | Common Stock | 925,724 | 0 | I |
Explanation of responses
- F1The shares of the Issuer's Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of 4.5 to one share, immediately prior to the consummation of the Issuer's initial public offering. The Series Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock had no expiration date.
- F2The reported securities are held directly by Omega Fund V, L.P. ("Omega V"). The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.