0001104659-16-106934.txt : 20160322 0001104659-16-106934.hdr.sgml : 20160322 20160322175950 ACCESSION NUMBER: 0001104659-16-106934 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160322 FILED AS OF DATE: 20160322 DATE AS OF CHANGE: 20160322 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Corvus Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001626971 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 464670809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 BUSINESS ADDRESS: STREET 1: 863 MITTEN ROAD STREET 2: SUITE 102 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: (650) 900-4520 MAIL ADDRESS: STREET 1: 863 MITTEN ROAD STREET 2: SUITE 102 CITY: BURLINGAME STATE: CA ZIP: 94010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thompson Peter A. CENTRAL INDEX KEY: 0001357522 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37719 FILM NUMBER: 161521934 MAIL ADDRESS: STREET 1: C/O ANTHERA PHARMACEUTICALS, INC. STREET 2: 25801 INDUSTRIAL BOULEVARD, SUITE B CITY: HAYWARD STATE: CA ZIP: 94545 FORMER NAME: FORMER CONFORMED NAME: Thompson Peter A DATE OF NAME CHANGE: 20060327 3 1 a3.xml 3 X0206 3 2016-03-22 0 0001626971 Corvus Pharmaceuticals, Inc. CRVS 0001357522 Thompson Peter A. C/O CORVUS PHARMACEUTICALS, INC. 863 MITTEN ROAD, SUITE 102 BURLINGAME CA 94010 1 0 1 0 Series A Convertible Preferred Stock 0.00 Common Stock 3994674 I See Footnotes Series B Convertible Preferred Stock 0.00 Common Stock 713776 I See Footnotes The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will automatically convert 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. The expiration date is not relevant to the conversion of these securities. These shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is an employee of Advisors. Each of GP V, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Leiv Lea, as Attorney-in-Fact for Peter A. Thompson 2016-03-22 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) the President and Chief Executive Officer of Corvus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), who is currently Richard A. Miller and (ii) the Company’s Chief Financial Officer, who is currently Leiv Lea, and their respective successors, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

 

(2)           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 Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)           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.

 

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of January, 2016.

 

 

/s/ Peter A. Thompson

 

PETER A. THOMPSON, M.D.