| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Unity Biotechnology, Inc. [ UBX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | 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 | 05/07/2018 | C | 2,030,625 | A | (1) | 2,070,172 | I | See Footnote(3)(5) | ||
| Common Stock | 05/07/2018 | C | 4,228,432 | A | (1) | 6,298,604 | I | See Footnote(3)(5) | ||
| Common Stock | 05/07/2018 | C | 2,067,160 | A | (1) | 8,365,764 | I | See Footnote(3)(5) | ||
| Common Stock | 05/07/2018 | C | 1,486,745 | A | (1) | 1,486,745 | I | See Footnote(4)(5) | ||
| Common Stock | 05/07/2018 | C | 195,672 | A | (1) | 1,682,417 | I | See Footnote(4)(5) | ||
|
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) | 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 A-1 Preferred Stock | (1) | 05/07/2018 | C | 2,030,625 | (1) | (2) | Common Stock | 2,030,625 | (1) | 0 | I | See Footnote(3)(5) | |||
| Series A-2 Preferred Stock | (1) | 05/07/2018 | C | 4,228,432 | (1) | (2) | Common Stock | 4,228,432 | (1) | 0 | I | See Footnote(3)(5) | |||
| Series B Preferred Stock | (1) | 05/07/2018 | C | 2,067,160 | (1) | (2) | Common Stock | 2,067,160 | (1) | 0 | I | See Footnote(3)(5) | |||
| Series B Preferred Stock | (1) | 05/07/2018 | C | 1,486,745 | (1) | (2) | Common Stock | 1,486,745 | (1) | 0 | I | See Footnote(4)(5) | |||
| Series C Preferred Stock | (1) | 05/07/2018 | C | 195,672 | (1) | (2) | Common Stock | 195,672 | (1) | 0 | I | See Footnote(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering. |
| 2. The expiration date is not relevant to the conversion of these securities. |
| 3. The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH VII"). ARCH Venture Partners VII, L.P. (the "GPLP"), as the sole general partner of ARCH VII, may be deemed to beneficially own certain of the shares held by ARCH VII. ARCH Venture Partners VII, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by GPLP. GPLP and GPLLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 4. The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). ARCH Venture Partners VIII, LLC (the "AVP GPLLC"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 5. The managing directors of GPLLC and AVP GPLLC are Keith Crandell and Clinton Bybee, and they may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Messrs. Crandell and Bybee disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| ARCH Venture Fund VIII Overage, L.P., ARCH Venture Partners VIII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 05/07/2018 | |
| ARCH Venture Fund VII, L.P., By: ARCH Venture Partners VII, L.P., its General Partner, By: ARCH Venture Partners VII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 05/07/2018 | |
| ARCH Venture Partners VII, L.P., By: ARCH Venture Partners VII, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 05/07/2018 | |
| ARCH Venture Partners VIII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 05/07/2018 | |
| ARCH Venture Partners VII, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director | 05/07/2018 | |
| Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 05/07/2018 | |
| Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact | 05/07/2018 | |
| ** 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. | ||