SEC Form 4 · accession 0001209191-19-009469
Gossamer Bio, Inc. · GOSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Keith Crandell
10% Owner
Robert Nelsen
10% Owner
Clinton Bybee
10% Owner
ARCH Venture Fund IX, L.P.
10% Owner
ARCH Venture Fund IX Overage, L.P.
10% Owner
ARCH Venture Partners IX, L.P.
10% Owner
ARCH Venture Partners IX, LLC
10% Owner
Period of report
Feb 12, 2019
Accepted (ET)
Feb 12, 2019 · 5:54 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,F3 | Feb 12, 2019 | C | 3,682,539 | — | A | 3,682,539 | I | See footnotes |
| Common StockF1,F2,F3 | Feb 12, 2019 | C | 345,419 | — | A | 4,027,958 | I | See footnotes |
| Common StockF1,F3,F4 | Feb 12, 2019 | C | 3,682,539 | — | A | 3,682,539 | I | See footnotes |
| Common StockF1,F3,F4 | Feb 12, 2019 | C | 345,419 | — | A | 4,027,958 | 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 A Preferred StockF1,F2,F3 | — | Feb 12, 2019 | C | 16,571,429 | D | — | — | Common Stock | 3,682,539 | 0 | I |
| Series A Preferred StockF1,F3,F4 | — | Feb 12, 2019 | C | 16,571,428 | D | — | — | Common Stock | 3,682,539 | 0 | I |
| Series B Preferred StockF1,F2,F3 | — | Feb 12, 2019 | C | 1,554,388 | D | — | — | Common Stock | 345,419 | 0 | I |
| Series B Preferred StockF1,F3,F4 | — | Feb 12, 2019 | C | 1,554,388 | D | — | — | Common Stock | 345,419 | 0 | I |
Explanation of responses
- F1The shares of the Issuer's 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 A Preferred Stock and Series B Preferred Stock had no expiration date.
- F2These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. As managing directors of GPLLC, each of Keith Crandell, Clinton Bybee and Robert Nelsen (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by GPLLC.
- F3Each of GPLP, ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
- F4These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). Overage GPLP, as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by Overage GPLP. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by GPLLC.