0001209191-20-050502.txt : 20200915 0001209191-20-050502.hdr.sgml : 20200915 20200915170746 ACCESSION NUMBER: 0001209191-20-050502 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200915 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund VIII, L.P. CENTRAL INDEX KEY: 0001605598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176646 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 776-380-6600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Fund VIII Overage, L.P. CENTRAL INDEX KEY: 0001617237 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176647 BUSINESS ADDRESS: STREET 1: C/O ARCH VENTURE PARTNERS VIII, LLC STREET 2: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773-380-6600 MAIL ADDRESS: STREET 1: C/O ARCH VENTURE PARTNERS VIII, LLC STREET 2: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRANDELL KEITH CENTRAL INDEX KEY: 0001219039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176648 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYBEE CLINTON CENTRAL INDEX KEY: 0001219043 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176649 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NELSEN ROBERT CENTRAL INDEX KEY: 0001219042 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176650 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD STREET 2: SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners VIII, LLC CENTRAL INDEX KEY: 0001616165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176651 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCH Venture Partners VIII, L.P. CENTRAL INDEX KEY: 0001616176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201176652 BUSINESS ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7733806600 MAIL ADDRESS: STREET 1: 8755 W. HIGGINS ROAD, SUITE 1025 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metacrine, Inc. CENTRAL INDEX KEY: 0001634379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472297384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3985 SORRENTO VALLEY BLVD., SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-369-7800 MAIL ADDRESS: STREET 1: 3985 SORRENTO VALLEY BLVD., SUITE C CITY: SAN DIEGO STATE: CA ZIP: 92121 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-15 0 0001634379 Metacrine, Inc. MTCR 0001605598 ARCH Venture Fund VIII, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001617237 ARCH Venture Fund VIII Overage, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219043 BYBEE CLINTON 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001616165 ARCH Venture Partners VIII, LLC 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001616176 ARCH Venture Partners VIII, L.P. 8755 WEST HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Series A Convertible Preferred Stock Common Stock 1960784 I See footnote Series B Convertible Preferred Stock Common Stock 472251 I See footnote Series C Convertible Preferred Stock Common Stock 138734 I See footnote Series C Convertible Preferred Stock Common Stock 138734 I See footnote Every 5.1 shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Preferred Stock") are convertible into 1 share of Common Stock upon the closing of the Issuer's initial public offering. Share numbers give effect to such conversion. The Preferred Stock has no expiration date. These shares are directly held by ARCH Venture Fund VIII, L.P., or ARCH Fund VIII. The sole general partner of ARCH Fund VIII is ARCH Venture Partners VIII, L.P., or ARCH Partners VIII, which may be deemed to beneficially own the shares held by ARCH Fund VIII. The sole general partner of ARCH Partners VIII is ARCH Venture Partners VIII, LLC, or ARCH VIII LLC, which may be deemed to beneficially own the shares held by ARCH Fund VIII. ARCH Partners VIII and ARCH VIII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VIII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. These shares are directly held by ARCH Venture Fund VIII Overage, L.P., or ARCH Fund Overage. The sole general partner of ARCH Fund Overage is ARCH VIII LLC, which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VIII LLC are Keith L. Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund Overage. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. ARCH Venture Fund VIII, L.P. By: ARCH Venture Partners VIII, L.P., its General Partner By: ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 2020-09-15 ARCH Venture Fund VIII Overage, L.P. ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 2020-09-15 Keith Crandell, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact 2020-09-15 Clinton Bybee, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact 2020-09-15 Robert Nelsen, Managing Director By: /s/ Mark McDonnell, as Attorney-in-Fact 2020-09-15 ARCH Venture Partners VIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 2020-09-15 ARCH Venture Partners VIII, L.P. By: ARCH Venture Partners VIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director 2020-09-15 EX-24.3_937163 2 poa.txt POA DOCUMENT POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, member, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect with respect to each undersigned person unless and until six months after such person is both no longer a Managing Director of ARCH Venture Partners and no longer serving on the board of directors of any portfolio company of any ARCH Venture Partners fund. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of March, 2015. ARCH VENTURE FUND VIII, L.P. By: ARCH Venture Partners VIII, L.P. its General Partner By: ARCH Venture Partners VIII, LLC. its General Partner By: /s/ Keith Crandell Managing Director ARCH VENTURE PARTNERS VIII, L.P. By: ARCH Venture Partners VIII, LLC its General Partner By: /s/ Keith Crandell Managing Director ARCH VENTURE PARTNERS VIII, LLC By: /s/ Keith Crandell Managing Director /s/ Keith Crandell Keith Crandell /s/ Robert Nelsen Robert Nelsen /s/ Clinton Bybee Clinton Bybee /s/ Kristina Burow Kristina Burow /s/ Paul Thurk Paul Thurk POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, member, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect with respect to each undersigned person unless and until six months after such person is both no longer a Managing Director of ARCH Venture Partners and no longer serving on the board of directors of any portfolio company of any ARCH Venture Partners fund. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 26th day of July, 2017. ARCH VENTURE FUND VIII OVERAGE, L.P. By: ARCH Venture Partners VIII, LLC its General Partner By: /s/ Keith Crandell Managing Director ARCH VENTURE PARTNERS VIII, L.P. By: ARCH Venture Partners VIII, LLC its General Partner By: /s/ Keith Crandell Managing Director