0001209191-19-008262.txt : 20190207 0001209191-19-008262.hdr.sgml : 20190207 20190207185039 ACCESSION NUMBER: 0001209191-19-008262 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: Hasnain Faheem CENTRAL INDEX KEY: 0001352620 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38796 FILM NUMBER: 19576826 MAIL ADDRESS: STREET 1: 14 CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 0001352620 Hasnain Faheem 3013 SCIENCE PARK ROAD SUITE 200 SAN DIEGO CA 92121 1 1 0 0 Executive Chairman Common Stock 3313510 I By family trust Series A Preferred Stock 0.00 Common Stock 41329 I By family trust Series B Preferred Stock 0.00 Common Stock 17270 I By family trust Includes 2,595,854 shares subject to forfeiture, which shares will vest in equal monthly installments as set forth in the restricted stock agreements between the Issuer and Reporting Person so that all of the shares will be released from the forfeiture restriction on January 4, 2023, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. The shares are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person. The 185,984 shares of Series A Preferred Stock held by a trust for the benefit of the Reporting Person's family are 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, 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. The 77,719 shares of Series B Preferred Stock held by a trust for the benefit of the Reporting Person's family are 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, 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 /s/ Jeff Boerneke, Attorney-in-Fact 2019-02-07 EX-24.3_831234 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Christian Waage and Jeff Boerneke, signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Gossamer Bio, Inc., a Delaware corporation (the "Company"), and/or 10% holder of the Company's capital stock, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of January, 2019. Signature: /s/ Faheem Hasnain Print Name: Faheem Hasnain