0000899243-21-002048.txt : 20210114 0000899243-21-002048.hdr.sgml : 20210114 20210114173041 ACCESSION NUMBER: 0000899243-21-002048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210112 FILED AS OF DATE: 20210114 DATE AS OF CHANGE: 20210114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jovan-Embiricos Morana CENTRAL INDEX KEY: 0001575745 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529746 MAIL ADDRESS: STREET 1: C/O RADIUS HEALTH, INC. STREET 2: 201 BROADWAY, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Globeways Holdings Ltd CENTRAL INDEX KEY: 0001600769 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529747 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: F2 Vision SCS CENTRAL INDEX KEY: 0001838409 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529748 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: F2 Bioscience I 2017 Ltd CENTRAL INDEX KEY: 0001838573 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529749 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 MG Ltd CENTRAL INDEX KEY: 0001767396 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529750 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 - TPO Investments LLC CENTRAL INDEX KEY: 0001767397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529751 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 Bio TD, LLC CENTRAL INDEX KEY: 0001838330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529752 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 MC, LLC CENTRAL INDEX KEY: 0001838426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529753 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 GC, LLC CENTRAL INDEX KEY: 0001840637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 21529754 BUSINESS ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 10018 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 999-999-9999 MAIL ADDRESS: STREET 1: 8 WEST 38TH STREET STREET 2: SUITE 10018 CITY: NEW YORK STATE: NY ZIP: 10018 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-01-12 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 0001840637 F2 GC, LLC C/O SINGER, MCKEON INC. 8 WEST 38TH STREET, SUITE 1001 NEW YORK NY 10018 0 0 1 0 Common Stock 112507 D Common Stock 2021-01-12 4 C 0 1136525 A 1136525 I See Footnote Common Stock 2021-01-12 4 C 0 2912345 A 2912345 I See Footnote Common Stock 2021-01-12 4 C 0 639295 A 639295 I See Footnote Common Stock 2021-01-12 4 C 0 455338 A 455338 I See Footnote Common Stock 2021-01-12 4 C 0 182135 A 182135 I See Footnote Common Stock 2021-01-12 4 C 0 71599 A 526937 I See Footnote Common Stock 2021-01-12 4 C 0 143198 A 325333 I See Footnote Common Stock 2021-01-12 4 C 0 71599 A 71599 I See Footnote Common Stock 2021-01-12 4 C 0 214798 A 214798 I See Footnote Common Stock 2021-01-12 4 P 0 95238 21.00 A 622175 I See Footnote Common Stock 2021-01-12 4 P 0 104762 21.00 A 104762 I See Footnote Series Seed Convertible Preferred Stock 2021-01-12 4 C 0 8000000 0.00 D Common Stock 1136525 0 I See Footnote Series A Convertible Preferred Stock 2021-01-12 4 C 0 20500000 0.00 D Common Stock 2912345 0 I See Footnote Series A Convertible Preferred Stock 2021-01-12 4 C 0 4500000 0.00 D Common Stock 639295 0 I See Footnote Series B Convertible Preferred Stock 2021-01-12 4 C 0 3205128 0.00 D Common Stock 455338 0 I See Footnote Series B Convertible Preferred Stock 2021-01-12 4 C 0 1282051 0.00 D Common Stock 182135 0 I See Footnote Series C Convertible Preferred Stock 2021-01-12 4 C 0 503988 0.00 D Common Stock 71599 0 I See Footnote Series C Convertible Preferred Stock 2021-01-12 4 C 0 1007977 0.00 D Common Stock 143198 0 I See Footnote Series C Convertible Preferred Stock 2021-01-12 4 C 0 503988 0.00 D Common Stock 71599 0 I See Footnote Series C Convertible Preferred Stock 2021-01-12 4 C 0 1511966 0.00 D Common Stock 214798 0 I See Footnote Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the "Preferred Stock') converted into Common Stock of the Issuer on a 1-for-7.0390 basis at the closing of the Issuer's initial public offering on January 12, 2021. The Preferred Stock had 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. These securities are owned directly by F2 GC LLC ("F2 GC"). Globeways II is the appointed manager of F2 GC. 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 GC. 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. /s/ Morana Jovan-Embiricos 2021-01-14 /s/ Morana Jovan-Embiricos for Globeways Holdings Limited 2021-01-14 /s/ Alain Renard and Christian Francois for F2 Vision SCS 2021-01-14 /s/ Rachel Higham and Ivan Bedford for F2 Bioscience I 2017 Limited 2021-01-14 /s/ Morana Jovan-Embiricos for F2-TPO Investments, LLC 2021-01-14 /s/ Rachel Higham and Ivan Bedford for F2 MG Limited 2021-01-14 /s/ Morana Jovan-Embiricos for F2 Bio TD, LLC 2021-01-14 /s/ Morana Jovan-Embiricos for F2 MC, LLC 2021-01-14 /s/ Morana Jovan-Embiricos for F2 GC, LLC 2021-01-14