SEC FORM 3/A 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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL

(Street)
GEORGE TOWN E9 KY1-1106

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/07/2021
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series Seed Convertible Preferred Stock (1) (1) Common Stock 1,136,525 (1) D(2)(3)
Series A Convertible Preferred Stock (1) (1) Common Stock 3,551,640 (1) D(2)(3)
Series B Convertible Preferred Stock (1) (1) Common Stock 2,276,692 (1) D(2)(3)
Series C Convertible Preferred Stock (1) (1) Common Stock 649,030 (1) D(2)(3)
1. Name and Address of Reporting Person*
UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL

(Street)
GEORGE TOWN E9 KY1-1106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oncology Impact Fund (Cayman) Management L.P.

(Last) (First) (Middle)
UBS TRUSTEES (CAYMAN) LTD
5TH FL CAYMAN CORP CENTER 27 HOSPITAL

(Street)
GEORGE TOWN E9 KY1-1106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MPM Oncology Impact Management GP LLC

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MPM Oncology Impact Management LP

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT LLC
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. 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-1 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.
2. 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 the Issuer's board of directors and is a managing member and the managing director of MPM Oncology Impact Management GP LLC.
3. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
Remarks:
This amended Form 3 is being filed to add Reporting Persons.
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P 01/14/2021
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P. 01/14/2021
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC 01/14/2021
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP 01/14/2021
** 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.