0000899243-21-000972.txt : 20210107 0000899243-21-000972.hdr.sgml : 20210107 20210107203233 ACCESSION NUMBER: 0000899243-21-000972 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210107 FILED AS OF DATE: 20210107 DATE AS OF CHANGE: 20210107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 MC, LLC CENTRAL INDEX KEY: 0001838426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515321 BUSINESS ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Bio TD, LLC CENTRAL INDEX KEY: 0001838330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515322 BUSINESS ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 - TPO Investments LLC CENTRAL INDEX KEY: 0001767397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515323 BUSINESS ADDRESS: STREET 1: 160 GREENTREE DRIVE STREET 2: SUITE 101 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 MG Ltd CENTRAL INDEX KEY: 0001767396 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515324 BUSINESS ADDRESS: STREET 1: PO BOX 3175 STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 212-490-0060 MAIL ADDRESS: STREET 1: C/O SINGER, MCKEON INC. STREET 2: 8 W 38TH ST SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Bioscience I 2017 Ltd CENTRAL INDEX KEY: 0001838573 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515325 BUSINESS ADDRESS: STREET 1: 8, RUE SAINT-LEGER CITY: GENEVA STATE: V8 ZIP: CH 1205 BUSINESS PHONE: 44-22-317-7842 MAIL ADDRESS: STREET 1: 8, RUE SAINT-LEGER CITY: GENEVA STATE: V8 ZIP: CH 1205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: F2 Vision SCS CENTRAL INDEX KEY: 0001838409 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515326 BUSINESS ADDRESS: STREET 1: 74 GRAND RUE CITY: LUXEMBURG STATE: N4 ZIP: L-1660 BUSINESS PHONE: 352-277-250-5 MAIL ADDRESS: STREET 1: 74 GRAND RUE CITY: LUXEMBURG STATE: N4 ZIP: L-1660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Globeways Holdings Ltd CENTRAL INDEX KEY: 0001600769 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515327 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, GENEVE PLACE STREET 2: WATERFRONT DRIVE, PO BOX 3175 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 617-951-8000 MAIL ADDRESS: STREET 1: 3RD FLOOR, GENEVE PLACE STREET 2: WATERFRONT DRIVE, PO BOX 3175 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jovan-Embiricos Morana CENTRAL INDEX KEY: 0001575745 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21515328 MAIL ADDRESS: STREET 1: C/O RADIUS HEALTH, INC. STREET 2: 201 BROADWAY, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cullinan Management, Inc. CENTRAL INDEX KEY: 0001789972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 813867811 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 520 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-410-4650 MAIL ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 520 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Cullinan Oncology, LLC DATE OF NAME CHANGE: 20191001 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-07 0 0001789972 Cullinan Management, Inc. CGEM 0001575745 Jovan-Embiricos Morana C/O CULLINAN MANAGEMENT, INC. ONE MAIN STREET, SUITE 520 CAMBRIDGE MA 02142 1 0 1 0 0001600769 Globeways Holdings Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001838409 F2 Vision SCS C/O ATALUX 74 GRAND-RUE LUXEMBOURG V8 L-1660 SWITZERLAND 0 0 1 0 0001838573 F2 Bioscience I 2017 Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767396 F2 MG Ltd C/O LJ PARTNERSHIP, 8, RUE SAINT-LEGER GENEVA V8 CH-1205 SWITZERLAND 0 0 1 0 0001767397 F2 - TPO Investments LLC C/O SINGER, MCKEON INC. 8 WEST 38TH STREET, SUITE 1001 NEW YORK NY 10018 0 0 1 0 0001838330 F2 Bio TD, LLC C/O SINGER, MCKEON INC. 8 WEST 38TH STREET, SUITE 1001 NEW YORK NY 10018 0 0 1 0 0001838426 F2 MC, LLC C/O SINGER, MCKEON INC. 8 WEST 38TH STREET, SUITE 1001 NEW YORK NY 10018 0 0 1 0 Common Stock 112507 D Stock Option (Right to Buy) 4.30 2030-10-28 Common Stock 35529 D Stock Option (Right to Buy) 4.30 2030-10-28 Common Stock 104845 D Series Seed Convertible Preferred Stock Common Stock 1136525 I See footnote Series A Convertible Preferred Stock Common Stock 2912345 I See footnote Series A Convertible Preferred Stock Common Stock 639295 I See footnote Series B Convertible Preferred Stock Common Stock 455338 I See footnote Series B Convertible Preferred Stock Common Stock 182135 I See footnote Series C Convertible Preferred Stock Common Stock 71599 I See footnote Series C Convertible Preferred Stock Common Stock 143198 I See footnote Series C Convertible Preferred Stock Common Stock 71599 I See footnote Series C Convertible Preferred Stock Common Stock 214798 I See footnote 25% of the shares vested on March 8, 2018, and the remaining shares shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service to the Issuer on each such date. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (the "Preferred Stock") is convertible into shares of the Issuer's Common Stock on a 1-for-7.0390 basis into the number of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. These securities are owned directly by Globeways Holdings Limited ("Globeways"). The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2 Vision SCS ("F2 Vision"). F2 Vision Management Sarl ("F2 Vision Management") is the appointed manager of F2 Vision. The Reporting Person is the founding director of F2 Vision Management and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2 Bioscience I 2017 Limited ("F2 Bioscience 2017"). Globeways is the appointed manager of F2 Bioscience 2017. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience 2017. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited ("Globeways II") is the appointed manager of F2-TPO. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2 MG Limited ("F2 MG"). Globeways is the appointed manager of F2 MG. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2 Bio TD, LLC ("F2 Bio"). Globeways II is the appointed manager of F2 Bio. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio. . The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. These securities are owned directly by F2 MC, LLC ("F2 MC"). Globeways II is the appointed manager of F2 MC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Exhibit 24 - Power of Attorney /s/ Morana Jovan-Embiricos 2021-01-07 /s/ Morana Jovan-Embiricos for Globeways Holdings Limited 2021-01-07 /s/ Alain Renard and Christian Francois for F2 Vision SCS 2021-01-07 /s/ Rachel Higham and Ivan Bedford for F2 Bioscience I 2017 Limited 2021-01-07 /s/ Morana Jovan-Embiricos for F2-TPO Investments, LLC 2021-01-07 /s/ Rachel Higham and Ivan Bedford for F2 MG Limited 2021-01-07 /s/ Morana Jovan-Embiricos for F2 Bio TD, LLC 2021-01-07 /s/ Morana Jovan-Embiricos for F2 MC, LLC 2021-01-07 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Owen Hughes,
Jeffrey Trigilio, Raymond Keane, Danielle M. Lauzon and Gabriela Morales-Rivera,
signing singly, and with full power of substitution, 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 officer and/or director of Cullinan Management, Inc., a Delaware
corporation (the "Company"), from time to time the following U.S. Securities and
Exchange Commission (the "SEC") forms: (i) Form ID, including any attached
documents (such as Update Passphrase Authentication), to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder, including any
attached documents; and (v) amendments of each thereof, in accordance with the
Exchange Act, and the rules thereunder, including any attached documents;

        (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
Form 3, 4 or 5 or any amendment(s) thereto and timely file such form(s) with the
SEC and any securities exchange, national association 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, acting
singly, 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 Exchange Act.
The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company
from and against any demand, damage, loss, cost or expense arising from any
false or misleading information provided by the undersigned to the
attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms 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.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in- fact ceases to be an employee
of the Company.


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of January 6, 2021.


                                             /s/ Morana Jovan-Embiricos
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                                             Signature

                                             MORANA JOVAN-EMBIRICOS
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                                             Print Name