0001638599-18-001185.txt : 20181011
0001638599-18-001185.hdr.sgml : 20181011
20181011175733
ACCESSION NUMBER: 0001638599-18-001185
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181009
FILED AS OF DATE: 20181011
DATE AS OF CHANGE: 20181011
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP
CENTRAL INDEX KEY: 0001263508
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119021
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 2123395600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
FORMER NAME:
FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC
DATE OF NAME CHANGE: 20030911
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 667, L.P.
CENTRAL INDEX KEY: 0001551139
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119022
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC
CENTRAL INDEX KEY: 0001580575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119023
BUSINESS ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
BUSINESS PHONE: (212)339-5600
MAIL ADDRESS:
STREET 1: 860 WASHINGTON STREET
STREET 2: 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119024
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 667 MADISON AVENUE
STREET 2: 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119025
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER JULIAN
CENTRAL INDEX KEY: 0001087939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 181119026
MAIL ADDRESS:
STREET 1: BAKER BROS. ADVISORS LP
STREET 2: 860 WASHINGTON STREET 3RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10014
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kodiak Sciences Inc.
CENTRAL INDEX KEY: 0001468748
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 270476525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2631 HANOVER STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94304
BUSINESS PHONE: 650-281-0850
MAIL ADDRESS:
STREET 1: 2631 HANOVER STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94304
FORMER COMPANY:
FORMER CONFORMED NAME: Oligasis, LLC
DATE OF NAME CHANGE: 20090721
4
1
doc4_5726.xml
PRIMARY DOCUMENT
X0306
4
2018-10-09
0
0001468748
Kodiak Sciences Inc.
KOD
0001263508
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001551139
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001580575
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001363364
Baker Brothers Life Sciences LP
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087940
BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
0001087939
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK
NY
10014
1
0
1
0
Common Stock
2018-10-09
4
C
0
372792
A
372792
I
See Footnotes
Common Stock
2018-10-09
4
C
0
4627208
A
4627208
I
See Footnotes
Common Stock
2018-10-09
4
C
0
58989
5.00
A
431781
I
See Footnotes
Common Stock
2018-10-09
4
C
0
732198
5.00
A
5359406
I
See Footnotes
Common Stock
2018-10-09
4
J
0
86501
A
518282
I
See Footnotes
Common Stock
2018-10-09
4
J
0
767427
A
6126833
I
See Footnotes
Common Stock
2018-10-09
4
P
0
251898
10.00
A
770180
I
See Footnotes
Common Stock
2018-10-09
4
P
0
2248102
10.00
A
8374935
I
See Footnotes
Series B Redeemable Convertible Preferred Shares
2018-10-09
4
C
0
372792
D
Common Stock
372792
0
I
See Footnotes
Series B Redeemable Convertible Preferred Shares
2018-10-09
4
C
0
4627208
D
Common Stock
4627208
0
I
See Footnotes
Secured Bridge Notes 30% 12/1/2020
5.00
2018-10-09
4
C
0
294948
D
2018-01-31
2020-12-01
Common Stock
58989
0
I
See Footnotes
Secured Bridge Notes 30% 12/1/2020
5.00
2018-10-09
4
C
0
3660993
D
2018-01-31
2020-12-01
Common Stock
732198
0
I
See Footnotes
Represents common stock of Kodiak Sciences Inc. (the "Issuer") received upon conversion of the Issuer's Series B Redeemable Convertible Preferred Stock ("Series B Preferred") which automatically converted into common stock of the Issuer ("Common Stock") on a 1 for 1 basis without consideration upon closing of the initial public offering of the Issuer ("IPO"). The Series B Preferred did not have an expiration date and were convertible, at any time, at the holder's election, into Common Stock.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with "667", the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Represents Common Stock received upon conversion of the Issuer's 30% Secured Bridge Notes with a maturity date of December 1, 2020 ("Secured Bridge Notes") which automatically converted into Common Stock at a conversion price of $5.00 ("Secured Note Conversion Price") without consideration upon closing of the IPO. The Secured Bridge Notes were convertible, at any time, at the option of the holder after January 31, 2018, into Common Stock.
Represents Common Stock received upon conversion of the Issuer's 6% Unsecured Bridge Notes with a maturity date of December 1, 2020 ("Unsecured Bridge Notes") which automatically converted into Common Stock at a conversion price of $8.00 or 80% of the IPO price ("Unsecured Note Conversion Price") without consideration upon closing of the IPO.
667 and Life Sciences purchased 251,898 and 2,248,102 shares of Common Stock, respectively, for $10.00 per share in the IPO that closed on October 9, 2018.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of his representation on the Board of Directors of
the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2018-10-11
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2018-10-11
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2018-10-11
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Scott L. Lessing Title: President
2018-10-11
/s/ Felix J. Baker
2018-10-11
/s/ Julian C. Baker
2018-10-11