SEC Filing | Cullinan Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jovan-Embiricos Morana

(Last)

(First)

(Middle)

C/O CULLINAN MANAGEMENT, INC.

ONE MAIN STREET, SUITE 520

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2021

3. Issuer Name and Ticker or Trading Symbol
Cullinan Management, Inc. [ CGEM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	112,507	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	10/28/2030	Common Stock	35,529⁽³⁾	4.3	D
Stock Option (Right to Buy)	⁽¹⁾	10/28/2030	Common Stock	104,845⁽³⁾	4.3	D
Series Seed Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,136,525	⁽²⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,912,345	⁽²⁾	I	See footnote⁽⁴⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	639,295	⁽²⁾	I	See footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	455,338	⁽²⁾	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	182,135	⁽²⁾	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	71,599	⁽²⁾	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	143,198	⁽²⁾	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	71,599	⁽²⁾	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	214,798	⁽²⁾	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Jovan-Embiricos Morana

(Last)

(First)

(Middle)

C/O CULLINAN MANAGEMENT, INC.

ONE MAIN STREET, SUITE 520

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Globeways Holdings Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER

(Street)

GENEVA

CH-1205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 Vision SCS

(Last)

(First)

(Middle)

C/O ATALUX

74 GRAND-RUE

(Street)

LUXEMBOURG

L-1660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 Bioscience I 2017 Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER

(Street)

GENEVA

CH-1205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 MG Ltd

(Last)

(First)

(Middle)

C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER

(Street)

GENEVA

CH-1205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 - TPO Investments LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 Bio TD, LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

F2 MC, LLC

(Last)

(First)

(Middle)

C/O SINGER, MCKEON INC.

8 WEST 38TH STREET, SUITE 1001

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

Explanation of Responses:

1. 25% of the shares vested on March 8, 2018, and the remaining shares shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date.

2. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (the "Preferred Stock") is convertible into shares of the Issuer's Common Stock on a 1-for-7.0390 basis into the number of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

3. These securities are owned directly by Globeways Holdings Limited ("Globeways"). The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. These securities are owned directly by F2 Vision SCS ("F2 Vision"). F2 Vision Management Sarl ("F2 Vision Management") is the appointed manager of F2 Vision. The Reporting Person is the founding director of F2 Vision Management and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. These securities are owned directly by F2 Bioscience I 2017 Limited ("F2 Bioscience 2017"). Globeways is the appointed manager of F2 Bioscience 2017. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience 2017. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. These securities are owned directly by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited ("Globeways II") is the appointed manager of F2-TPO. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. These securities are owned directly by F2 MG Limited ("F2 MG"). Globeways is the appointed manager of F2 MG. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

8. These securities are owned directly by F2 Bio TD, LLC ("F2 Bio"). Globeways II is the appointed manager of F2 Bio. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio. . The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

9. These securities are owned directly by F2 MC, LLC ("F2 MC"). Globeways II is the appointed manager of F2 MC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Morana Jovan-Embiricos	01/07/2021
	/s/ Morana Jovan-Embiricos for Globeways Holdings Limited	01/07/2021
	/s/ Alain Renard and Christian Francois for F2 Vision SCS	01/07/2021
	/s/ Rachel Higham and Ivan Bedford for F2 Bioscience I 2017 Limited	01/07/2021
	/s/ Morana Jovan-Embiricos for F2-TPO Investments, LLC	01/07/2021
	/s/ Rachel Higham and Ivan Bedford for F2 MG Limited	01/07/2021
	/s/ Morana Jovan-Embiricos for F2 Bio TD, LLC	01/07/2021
	/s/ Morana Jovan-Embiricos for F2 MC, LLC	01/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Owen Hughes,
Jeffrey Trigilio, Raymond Keane, Danielle M. Lauzon and Gabriela Morales-Rivera,
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

        (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as officer and/or director of Cullinan Management, Inc., a Delaware
corporation (the "Company"), from time to time the following U.S. Securities and
Exchange Commission (the "SEC") forms: (i) Form ID, including any attached
documents (such as Update Passphrase Authentication), to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder, including any
attached documents; and (v) amendments of each thereof, in accordance with the
Exchange Act, and the rules thereunder, including any attached documents;

        (2)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or any amendment(s) thereto and timely file such form(s) with the
SEC and any securities exchange, national association or similar authority; and

        (3)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company
from and against any demand, damage, loss, cost or expense arising from any
false or misleading information provided by the undersigned to the
attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in- fact ceases to be an employee
of the Company.


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of January 6, 2021.


                                             /s/ Morana Jovan-Embiricos
                                             ----------------------------------
                                             Signature

                                             MORANA JOVAN-EMBIRICOS
                                             ----------------------------------
                                             Print Name