SEC FORM
4
SEC Form 4
| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
| C/O CULLINAN ONCOLOGY, INC. |
| ONE MAIN STREET, SUITE 1350 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cullinan Oncology, Inc.
[ CGEM ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| President and CEO |
|
3. Date of Earliest Transaction
(Month/Day/Year)
02/22/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 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)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
02/22/2023 |
|
A |
|
109,000
|
A |
$0.00
|
118,710 |
D |
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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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)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
$11.03
|
02/22/2023 |
|
A |
|
211,000 |
|
|
02/21/2033 |
Common Stock |
211,000 |
$0.00
|
211,000 |
D |
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Jacquelyn Sumer, Attorney-in-Fact |
02/23/2023 |
|
** 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. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Jacquelyn Sumer
and Jeffrey Trigilio, 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 Oncology, 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 and 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 ID, 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of February 22, 2023.
/s/ Nadim Ahmed
-------------------
Signature
Nadim Ahmed
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Print Name
[Signature Page to Section 16 Power of Attorney]
