0001209191-20-050608.txt : 20200915 0001209191-20-050608.hdr.sgml : 20200915 20200915205559 ACCESSION NUMBER: 0001209191-20-050608 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: venBio Global Strategic Fund, L.P. CENTRAL INDEX KEY: 0001504130 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201177180 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-522-0100 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOODMAN COREY S CENTRAL INDEX KEY: 0001278411 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201177181 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: venBio Global Strategic GP, Ltd. CENTRAL INDEX KEY: 0001770835 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201177182 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-800-0800 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: venBio Global Strategic GP, L.P. CENTRAL INDEX KEY: 0001770834 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39512 FILM NUMBER: 201177183 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-800-0800 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 595 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 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 0001504130 venBio Global Strategic Fund, L.P. 1700 OWENS STREET, SUITE #595 SAN FRANCISCO CA 94158 0 0 1 1 See remarks 0001278411 GOODMAN COREY S 1700 OWENS STREET, SUITE #595 SAN FRANCISCO CA 94158 0 0 1 1 See Remarks 0001770835 venBio Global Strategic GP, Ltd. 1700 OWENS STREET, SUITE #595 SAN FRANCISCO CA 94158 0 0 1 1 See Remarks 0001770834 venBio Global Strategic GP, L.P. 1700 OWENS STREET, SUITE #595 SAN FRANCISCO CA 94158 0 0 1 1 See remarks Series A Convertible Preferred Stock Common Stock 1960784 D Series B Convertible Preferred Stock Common Stock 472250 D Series C Convertible Preferred Stock Common Stock 396089 D 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. The shares are held by venBio Global Strategic Fund, L.P. venBio Global Strategic GP, L.P. is the general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the general partner of venBio Global Strategic GP, L.P. Corey Goodman is a director of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd. and Mr. Goodman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. This Form 3 is being filed in conjunction with the Form 3 filed simultaneously by Robert Adelman, who serves on the Issuer's board of directors. Each of the reporting persons may be deemed directors of the Issuer by deputization of Dr. Adelman. See Power of Attorney attached as Exhibit 24.1. venBio Global Strategic Fund, LP, by: venBio Global Strategic GP, LP, its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, Attorney-in-Fact 2020-09-15 Corey Goodman, by: /s/ David Pezeshki, as Attorney-in-Fact 2020-09-15 venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, Attorney-in-Fact 2020-09-15 venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, Attorney-in-Fact 2020-09-15 EX-24.3_937271 2 poa.txt POA DOCUMENT Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David Pezeshki 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, director, officer, member 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. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of February, 2017. /s/ Robert Adelman Robert Adelman /s/ Corey Goodman Corey Goodman