0000899243-19-018436.txt : 20190627 0000899243-19-018436.hdr.sgml : 20190627 20190627171846 ACCESSION NUMBER: 0000899243-19-018436 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190627 FILED AS OF DATE: 20190627 DATE AS OF CHANGE: 20190627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners IX, LLC CENTRAL INDEX KEY: 0001723174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926320 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners IX, L.P. CENTRAL INDEX KEY: 0001723173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926321 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners IX Overage, L.P. CENTRAL INDEX KEY: 0001723172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926322 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund IX, L.P. CENTRAL INDEX KEY: 0001666306 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926323 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund IX Overage, L.P. CENTRAL INDEX KEY: 0001666307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926324 BUSINESS ADDRESS: STREET 1: 8725 W. HIGGINS ROAD, SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: 8725 W. HIGGINS ROAD, SUITE 290 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926325 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYBEE CLINTON CENTRAL INDEX KEY: 0001219043 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38958 FILM NUMBER: 19926326 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Karuna Therapeutics, Inc. CENTRAL INDEX KEY: 0001771917 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 270605902 BUSINESS ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3110 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 857-449-2244 MAIL ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3110 CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-06-27 0 0001771917 Karuna Therapeutics, Inc. KRTX 0001723174 ARCH Venture Partners IX, LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001723173 ARCH Venture Partners IX, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001723172 ARCH Venture Partners IX Overage, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001666306 ARCH Venture Fund IX, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001666307 ARCH Venture Fund IX Overage, L.P. 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH C/O ARCH VENTURE PARTNERS IX, LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON C/O ARCH VENTURE PARTNERS IX, LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Series A Preferred Stock Common Stock 723644 I See Footnote Series A Preferred Stock Common Stock 723643 I See Footnote Series B Preferred Stock Common Stock 857793 I See Footnote Series B Preferred Stock Common Stock 857792 I See Footnote The Series A Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Preferred Stock has no expiration date. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH IX. As managing directors of GPLLC, each of Keith Crandell and Clinton Bybee (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH IX. Each of GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by ARCH Overage. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. The Series B Preferred Stock is convertible on a 1.2987-for-one basis into the number of shares of Common Stock shown in Column 3. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Preferred Stock has no expiration date. Exhibit 24 - Power of Attorney ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell 2019-06-27 ARCH Venture Partners IX, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell 2019-06-27 ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell 2019-06-27 ARCH Venture Fund IX, L.P., By: ARCH Venture Partners IX, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell 2019-06-27 ARCH Venture Fund IX Overage, L.P., By: ARCH Venture Partners IX Overage, L.P., its General Partner, By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell 2019-06-27 Keith Crandell, Managing Director, By: /s/ Mark McDonnell 2019-06-27 Clinton Bybee, Managing Director, By: /s/ Mark McDonnell 2019-06-27 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWERS OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark McDonnell his or its true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, member, director, officer or
manager of any partnership, corporation or limited liability company, pursuant
to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof.  This
Power of Attorney shall remain in full force and effect with respect to each
undersigned person unless and until six months after such person is both no
longer a Managing Director of ARCH Venture Partners and no longer serving on the
board of directors of any portfolio company of any ARCH Venture Partners fund.

	IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day
of January, 2019.

ARCH VENTURE FUND IX, L.P.

By:  	ARCH Venture Partners IX, L.P.
             its General Partner

By:  	ARCH Venture Partners IX, LLC
	     its General Partner

	      By:    /s/Keith Crandell
		     Managing Director

ARCH VENTURE PARTNERS IX, L.P.

By:  	ARCH Venture Partners IX, LLC
	     its General Partner

	      By:    /s/Keith Crandell
                     Managing Director

ARCH VENTURE FUND IX OVERAGE, L.P.

By:  	ARCH Venture Partners IX Overage, L.P.
	      its General Partner

By:  	ARCH Venture Partners IX, LLC
	      its General Partner

	      By:    /s/Keith Crandell
		     Managing Director

ARCH VENTURE PARTNERS IX OVERAGE, L.P.
By:  	ARCH Venture Partners IX, LLC
	      its General Partner

	      By:    /s/Keith Crandell
                     Managing Director

ARCH VENTURE PARTNERS IX, LLC

By:    /s/Robert Nelsen
       Managing Director

       /s/Keith Crandell
       Keith Crandell

       /s/Kristina Burow
       Kristina Burow

       /s/Clinton Bybee
       Clinton Bybee

       /s/Robert Nelsen
       Robert Nelsen