0000899243-18-017513.txt : 20180620 0000899243-18-017513.hdr.sgml : 20180620 20180620203911 ACCESSION NUMBER: 0000899243-18-017513 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180620 FILED AS OF DATE: 20180620 DATE AS OF CHANGE: 20180620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016 GP, L.L.C. CENTRAL INDEX KEY: 0001722201 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 18910717 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: MA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: MA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016 GP, L.P. CENTRAL INDEX KEY: 0001722204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 18910718 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GV 2016, L.P. CENTRAL INDEX KEY: 0001721789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 18910719 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-335-5278 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alphabet Inc. CENTRAL INDEX KEY: 0001652044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38541 FILM NUMBER: 18910720 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-253-0000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Magenta Therapeutics, Inc. CENTRAL INDEX KEY: 0001690585 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 857-201-2700 MAIL ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-06-20 0 0001690585 Magenta Therapeutics, Inc. MGTA 0001722201 GV 2016 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001722204 GV 2016 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001721789 GV 2016, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 0001652044 Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 0 0 1 0 Series A Preferred Stock Common Stock 51626 I By GV 2016, L.P. Series B Preferred Stock Common Stock 3287511 I By GV 2016, L.P. Each share of Series A Preferred Stock is convertible into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), on a 2.58398:1 basis at any time at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 2.58398:1 basis at any time at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date. The reported securities are directly held by GV 2016, L.P. GV 2016 GP, L.P., the general partner of GV 2016, L.P., GV 2016 GP, L.L.C., the general partner of GV 2016 GP, L.P., Alphabet Holdings LLC, the sole member of GV 2016 GP, L.L.C., XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the sole stockholder of XXVI Holdings Inc., may each be deemed to have sole power to vote or dispose of these shares. Each of GV 2016 GP, L.P., GV 2016 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein. Exhibit 24.1: Power of Attorney /s/ Zoran Zdraveski, as Attorney-in-Fact for GV 2016 GP, L.L.C. 2018-06-20 /s/ Zoran Zdraveski, as Attorney-in-Fact for GV 2016 GP, L.P. 2018-06-20 /s/ Zoran Zdraveski, as Attorney-in-Fact for GV 2016, L.P. 2018-06-20 /s/ Zoran Zdraveski, as Attorney-in-Fact for Alphabet Inc. 2018-06-20 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                    Power of Attorney

    Know all by these presents, that the undersigned, as a Section 16 reporting
person of Magenta Therapeutics, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints each of Zoran Zdraveski and Cindy Driscoll,
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

          (1) execute for and on behalf of the undersigned from time to time the
          following Securities and Exchange Commission (the "SEC") forms: Forms
          3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
          thereunder;

          (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, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC 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 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 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, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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 shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13 day of June, 2018.


        GV 2016 GP, L.L.C.

        /s/ Daphne Chang
        ----------------

By:    Daphne Chang
       --------------------------

Title: Authorized Signatory
       --------------------------
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                 Power of Attorney

    Know all by these presents, that the undersigned, as a Section 16 reporting
person of Magenta Therapeutics, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints each of Zoran Zdraveski and Cindy Driscoll,
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

          (1) execute for and on behalf of the undersigned from time to time the
          following Securities and Exchange Commission (the "SEC") forms: Forms
          3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
          thereunder;

          (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, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC 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 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 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, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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 shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13 day of June, 2018.

        GV 2016 GP, L.P.

        By: GV 2016 GP, L.L.C., its general partner

       /s/Daphne Chang
       ---------------

By:    Daphne Chang
       ---------------------------

Title: Authorized Signatory
       ---------------------------
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
                                 Power of Attorney

    Know all by these presents, that the undersigned, as a Section 16 reporting
person of Magenta Therapeutics, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints each of Zoran Zdraveski and Cindy Driscoll,
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

          (1) execute for and on behalf of the undersigned from time to time the
          following Securities and Exchange Commission (the "SEC") forms: Forms
          3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
          thereunder;

          (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, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC 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 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 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, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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 shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13 day of June, 2018.


        GV 2016, L.P.

        By: GV 2016 GP, L.P., its general partner

        By: GV 2016 GP, L.L.C., its general partner

       /s/ Daphne Chang
       ---------------

By:    Daphne Chang
       ----------------------------

Title: Authorized Signatory
       -----------------------------
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT 
                                 Power of Attorney

    Know all by these presents, that the undersigned, as a Section 16 reporting
person of Magenta Therapeutics, Inc., a Delaware corporation (the "Company"),
hereby constitutes and appoints each of Zoran Zdraveski and Cindy Driscoll,
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

          (1) execute for and on behalf of the undersigned from time to time the
          following Securities and Exchange Commission (the "SEC") forms: Forms
          3, 4, and 5 in accordance with Section 16(a) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
          thereunder;

          (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, complete and execute any amendment
          or amendments thereto, and timely file such form with the SEC 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 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 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, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 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 shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an officer of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13  day of June, 2018.

       Alphabet Inc.
       /s/ Kent Walker
       ---------------

By:    Kent Walker
       -----------------------------

Title: Assistant Secretary
       ------------------------------