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^*

GADICKE ANSBERT

(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)

X	Form filed by One Reporting Person
	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	281,268	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	262,114	4.3	D
Stock Option (Right to Buy)	⁽¹⁾	10/28/2030	Common Stock	88,824	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	3,551,640	⁽²⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,276,692	⁽²⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	649,030	⁽²⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. 25% of the shares vested on March 8, 2018, and the remaining 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 UBS Oncology Impact Fund LP ("OIF"). The general partner of OIF is Oncology Impact Fund (Cayman) Management L.P. ("OIF GP."). The general partner of OIF GP is MPM Oncology Impact Management L.P. The general partner of MPM Oncology Impact Management L.P. is MPM Oncology Impact Management GP LLC. Dr. Ansbert Gadicke is a member of our board of directors and is a managing member and the managing director of MPM Oncology Impact Management GP LLC. Each of the entities listed above and Dr. Gadicke expressly disclaim beneficial ownership of the securities listed above except to the extent of any 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/ Jeffrey Trigilio, attorney-in-fact	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/ Ansbert Gadicke
                                             ------------------------------
                                             Signature

                                             ANSBERT GADICKE
                                             ------------------------------
                                             Print Name