0001638599-21-000734.txt : 20211001
0001638599-21-000734.hdr.sgml : 20211001
20211001165805
ACCESSION NUMBER: 0001638599-21-000734
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210929
FILED AS OF DATE: 20211001
DATE AS OF CHANGE: 20211001
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: 211299694
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 FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38682
FILM NUMBER: 211299695
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 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: 211299699
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: 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: 211299697
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: 211299696
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: 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: 211299698
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
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: 1200 PAGE MILL RD
CITY: PALO ALTO
STATE: CA
ZIP: 94304
BUSINESS PHONE: 650-281-0850
MAIL ADDRESS:
STREET 1: 1200 PAGE MILL RD
CITY: PALO ALTO
STATE: CA
ZIP: 94304
FORMER COMPANY:
FORMER CONFORMED NAME: Oligasis, LLC
DATE OF NAME CHANGE: 20090721
4
1
doc4_7361.xml
PRIMARY DOCUMENT
X0306
4
2021-09-29
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
2021-09-29
4
M
0
11184
0.01
A
1154580
I
See Footnotes
Common Stock
2021-09-29
4
F
0
2
102.00
D
1154578
I
See Footnotes
Common Stock
2021-09-29
4
M
0
138815
0.01
A
13439808
I
See Footnotes
Common Stock
2021-09-29
4
F
0
14
102.00
D
13439794
I
See Footnotes
Common Stock
2021-09-30
4
P
0
86932
95.8286
A
13526726
I
See Footnotes
Common Stock Warrant (right to buy)
0.01
2021-09-29
4
M
0
11184
D
2022-08-11
Common Stock
11184
0
I
See Footnotes
Common Stock Warrant (right to buy)
0.01
2021-09-29
4
M
0
138815
D
2022-08-11
Common Stock
138815
0
I
See Footnotes
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Kodiak Sciences Inc. (the "Issuer") reported in column 5 of Table I directly held by 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
On September 29, 2021, 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised warrants to purchase 11,184 and 138,815 shares of Common Stock of the Issuer, respectively, for $0.01 per share ("Prefunded Warrants"). 667 and Life Sciences paid the exercise price on a cashless basis, resulting in the Issuer withholding 2 and 14 shares of Common Stock for 667 and Life Sciences, respectively, of the Prefunded Warrant shares to pay the exercise price and issuing to 667 and Life Sciences the remaining 11,182 and 138,801 shares of Common Stock, respectively. The Issuer also paid $4.50 and $1.95 to 667 and Life Sciences, respectively, in cash in lieu of fractional shares. The Issuer's Board of Directors approved the exercise of the Prefunded Warrants by 667 and Life Sciences on the cashless basis described in this footnote in advance of such exercise.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
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.
Represents Prefunded Warrants exercisable at any time, at the holder's election, on a 1-for-1 basis into Common Stock. The Prefunded Warrants had an expiration date of August 11, 2022.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may have been deemed to have had an indirect pecuniary interest in Prefunded Warrants reported in column 7 of Table II that were directly held by 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may have been deemed to have had an indirect pecuniary interest in Prefunded Warrants reported in column 7 of Table II that were directly held by Life Sciences, 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $95.15 to $95.98, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, the sole general partner of Baker Bros. Advisors LP, is a director of Kodiak Sciences Inc. (the "Issuer"). By virtue of their 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
2021-10-01
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
2021-10-01
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
2021-10-01
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., Name: Scott L. Lessing, Title: President /s/
2021-10-01
/s/ Felix J. Baker
2021-10-01
/s/ Julian C. Baker
2021-10-01