0001209191-19-008286.txt : 20190207 0001209191-19-008286.hdr.sgml : 20190207 20190207192439 ACCESSION NUMBER: 0001209191-19-008286 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: Stampacchia Otello CENTRAL INDEX KEY: 0001361712 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38796 FILM NUMBER: 19576902 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP Manager, Ltd. CENTRAL INDEX KEY: 0001641348 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38796 FILM NUMBER: 19576903 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V GP, L.P. CENTRAL INDEX KEY: 0001641355 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38796 FILM NUMBER: 19576904 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Omega Fund V, L.P. CENTRAL INDEX KEY: 0001641354 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38796 FILM NUMBER: 19576905 BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 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 0001641354 Omega Fund V, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001641355 Omega Fund V GP, L.P. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001641348 Omega Fund V GP Manager, Ltd. 185 DARTMOUTH STREET BOSTON MA 02116 0 0 1 0 0001361712 Stampacchia Otello 185 DARTMOUTH STREET BOSTON MA 02116 1 0 1 0 Series Seed Preferred Stock 0.00 Common Stock 4444444 I See footnote Series A Preferred Stock 0.00 Common Stock 1583248 I See footnote Series B Preferred Stock 0.00 Common Stock 925724 I See footnote The 20,000,000 shares of Series Seed Preferred Stock held by Omega Fund V, L.P. ("Omega V") 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 Seed Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series Seed Preferred Stock has no expiration date. The reported securities are held directly by Omega V. The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any. The 7,124,620 shares of Series A Preferred Stock held by Omega V 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 4,165,760 shares of Series B Preferred Stock held by Omega V 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/ Anne-Mari Paster, as an authorized signatory of each Reporting Person 2019-02-07 EX-24.3_831258 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints each other undersigned, such person's true and lawful attorney-in-fact, to: (1) execute for and on behalf of each of such person Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the "Reports"), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder; (2) do and perform any and all acts for and on behalf of such person which may be necessary or desirable to complete and execute any such Report and timely file such form 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 an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such person, it being understood that the documents executed by an attorney-in-fact on behalf of such person 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. Each of the undersigned hereby grants to each 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 each 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. Each of the undersigned hereby ratifies and confirms each Report that has been signed by any other undersigned prior to the date hereof. Each of the undersigned acknowledges that each foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds' responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds' current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names. Dated: 7/18/18 /s/ Otello Stampacchia Otello Stampacchia Dated: 7/18/18 /s/ Richard Lim Richard Lim Dated: 7/18/18 /s/ Anne-Mari Paster Anne-Mari Paster