FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cullinan Management, Inc. [ CGEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/12/2021 | C | 1,136,525 | A | (1) | 1,136,525 | D(2)(3) | |||
Common Stock | 01/12/2021 | C | 3,551,640 | A | (1) | 4,688,165 | D(2)(3) | |||
Common Stock | 01/12/2021 | C | 2,276,692 | A | (1) | 6,964,857 | D(2)(3) | |||
Common Stock | 01/12/2021 | C | 649,030 | A | (1) | 7,613,887 | D(2)(3) | |||
Common Stock | 01/12/2021 | P(4) | 300,000 | A | $21 | 7,913,887 | D(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series Seed Convertible Preferred Stock | (1) | 01/12/2021 | C | 1,136,525 | (1) | (1) | Common Stock | 1,136,525 | (1) | 0 | D(2)(3) | ||||
Series A Convertible Preferred Stock | (1) | 01/12/2021 | C | 3,551,640 | (1) | (1) | Common Stock | 3,551,640 | (1) | 0 | D(2)(3) | ||||
Series B Convertible Preferred Stock | (1) | 01/12/2021 | C | 2,276,692 | (1) | (1) | Common Stock | 2,276,692 | (1) | 0 | D(2)(3) | ||||
Series C Convertible Preferred Stock | (1) | 01/12/2021 | C | 649,030 | (1) | (1) | Common Stock | 649,030 | (1) | 0 | D(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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") converted into shares of the Issuer's Common Stock on a 1-for-1 basis automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had 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. |
4. On January 12, 2021, OIF purchased 300,000 shares of Common Stock of the Issuer at a price of $21.00 per share pursuant to the Issuer's initial public offering. |
Remarks: |
/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 4 (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. |