SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Clarus Lifesciences III, L.P.

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2018
3. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc. [ FTSV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) (1) Common Stock 938,489 (1) I See footnote(2)
Series A-2 Preferred Stock (1) (1) Common Stock 755,780 (1) I See footnote(2)
Series B Preferred Stock (1) (1) Common Stock 1,922,682 (1) I See footnote(2)
1. Name and Address of Reporting Person*
Clarus Lifesciences III, L.P.

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clarus Ventures III GP, L.P.

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clarus Ventures III, LLC

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HENNER DENNIS

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GALAKATOS NICHOLAS

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LIPTAK ROBERT

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Simon Nicholas

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Requadt Scott

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WHEELER KURT

(Last) (First) (Middle)
101 MAIN STREET, 12TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Issuer's preferred stock will automatically convert into an equal number of shares of Issuer's common stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.
2. Clarus Ventures III GP, LP, or GPLP, as the sole general partner of Clarus Lifesciences III, LP, or Clarus, may be deemed to beneficially own certain of the shares held by Clarus. GPLP disclaims beneficial ownership of all shares held by Clarus in which the GPLP does not have a pecuniary interest. Clarus Ventures III, LLC, or GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. GPLLC disclaims beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest. Each of Dennis Henner, Nicholas Galakatos, Robert Liptak, Nicholas Simon, Scott Requadt and Kurt Wheeler, as individual managing directors of GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Henner and Messrs. Galakatos, Liptak, Simon, Requadt and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which they do not have an actual pecuniary interest.
Remarks:
Exhibit 24 - Power of Attorney
Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 06/27/2018
Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director 06/27/2018
Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director 06/27/2018
/s/ Dennis J. Henner 06/27/2018
/s/ Nicholas Galakatos 06/27/2018
/s/ Robert Liptak 06/27/2018
/s/ Nicholas Simon 06/27/2018
/s/ Scott Requadt 06/27/2018
/s/ Kurt Wheeler 06/27/2018
** 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 5 (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).
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