0001209191-19-008289.txt : 20190207
0001209191-19-008289.hdr.sgml : 20190207
20190207192827
ACCESSION NUMBER: 0001209191-19-008289
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190207
FILED AS OF DATE: 20190207
DATE AS OF CHANGE: 20190207
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: 001-38796
FILM NUMBER: 19576911
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: 001-38796
FILM NUMBER: 19576912
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: 001-38796
FILM NUMBER: 19576913
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: 001-38796
FILM NUMBER: 19576914
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: 001-38796
FILM NUMBER: 19576915
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: NELSEN ROBERT
CENTRAL INDEX KEY: 0001219042
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38796
FILM NUMBER: 19576916
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: CRANDELL KEITH
CENTRAL INDEX KEY: 0001219039
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38796
FILM NUMBER: 19576917
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: 001-38796
FILM NUMBER: 19576918
MAIL ADDRESS:
STREET 1: 8755 W. HIGGINS ROAD
STREET 2: SUITE 1025
CITY: CHICAGO
STATE: IL
ZIP: 60631
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Gossamer Bio, Inc.
CENTRAL INDEX KEY: 0001728117
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 475461709
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3013 SCIENCE PARK
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 922-0718
MAIL ADDRESS:
STREET 1: 3013 SCIENCE PARK
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-02-07
0
0001728117
Gossamer Bio, Inc.
GOSS
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
0001219042
NELSEN ROBERT
C/O ARCH VENTURE PARTNERS IX, LLC
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
0.00
Common Stock
3682539
I
See footnotes
Series A Preferred Stock
0.00
Common Stock
3682539
I
See footnotes
Series B Preferred Stock
0.00
Common Stock
345419
I
See footnotes
Series B Preferred Stock
0.00
Common Stock
345419
I
See footnotes
Each of the 16,571,429 and 16,571,428 shares of Series A Preferred Stock held by ARCH Venture Fund IX, L.P. ("ARCH IX") and ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"), respectively, is convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, for no additional consideration, each share of Series A Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.
These shares are directly held by 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 GPLP. As managing directors of GPLLC, each of Keith Crandell, Clinton Bybee and Robert Nelsen (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by GPLLC.
Each of GPLP, 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.
These shares are directly held by 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 Overage GPLP. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by GPLLC.
Each of the 1,554,388 and 1,554,388 shares of Series B Preferred Stock held by ARCH IX and ARCH Overage, respectively, is convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, for no additional consideration, each share of Series B Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.
Exhibit 24 - Power of Attorney
ARCH Venture Partners IX, LLC, By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, Managing Director
2019-02-07
ARCH Venture Partners IX, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
2019-02-07
ARCH Venture Partners IX Overage, L.P., By: ARCH Venture Partners IX, LLC, its General Partner, By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director
2019-02-07
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, as Attorney-in-Fact for Keith Crandell, Managing Director
2019-02-07
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, as Attorney-in-Fact for Keith Crandell, Managing Director
2019-02-07
Robert Nelsen, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
2019-02-07
Keith Crandell, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
2019-02-07
Clinton Bybee, Managing Director, By: /s/ Mark McDonnell, as Attorney-in-Fact
2019-02-07
EX-24.3_831261
2
poa.txt
POA 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