<SEC-DOCUMENT>0000899243-18-002058.txt : 20180125
<SEC-HEADER>0000899243-18-002058.hdr.sgml : 20180125
<ACCEPTANCE-DATETIME>20180125204429
ACCESSION NUMBER: 0000899243-18-002058
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180125
FILED AS OF DATE: 20180125
DATE AS OF CHANGE: 20180125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SILVERSTEIN JONATHAN
CENTRAL INDEX KEY: 0001171005
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38359
FILM NUMBER: 18549688
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: resTORbio, Inc.
CENTRAL INDEX KEY: 0001720580
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 813305277
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 501 BOYLSTON STREET
STREET 2: SUITE 6102
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-482-2333
MAIL ADDRESS:
STREET 1: 501 BOYLSTON STREET
STREET 2: SUITE 6102
CITY: BOSTON
STATE: MA
ZIP: 02116
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>
<schemaVersion>X0206</schemaVersion>
<documentType>3</documentType>
<periodOfReport>2018-01-25</periodOfReport>
<noSecuritiesOwned>0</noSecuritiesOwned>
<issuer>
<issuerCik>0001720580</issuerCik>
<issuerName>resTORbio, Inc.</issuerName>
<issuerTradingSymbol>TORC</issuerTradingSymbol>
</issuer>
<reportingOwner>
<reportingOwnerId>
<rptOwnerCik>0001171005</rptOwnerCik>
<rptOwnerName>SILVERSTEIN JONATHAN</rptOwnerName>
</reportingOwnerId>
<reportingOwnerAddress>
<rptOwnerStreet1>C/O RESTORBIO, INC.</rptOwnerStreet1>
<rptOwnerStreet2>500 BOYLSTON STREET, 12TH FLOOR</rptOwnerStreet2>
<rptOwnerCity>BOSTON</rptOwnerCity>
<rptOwnerState>MA</rptOwnerState>
<rptOwnerZipCode>02116</rptOwnerZipCode>
<rptOwnerStateDescription></rptOwnerStateDescription>
</reportingOwnerAddress>
<reportingOwnerRelationship>
<isDirector>1</isDirector>
<isOfficer>0</isOfficer>
<isTenPercentOwner>1</isTenPercentOwner>
<isOther>0</isOther>
</reportingOwnerRelationship>
</reportingOwner>
<derivativeTable>
<derivativeHolding>
<securityTitle>
<value>Series A Preferred Stock</value>
</securityTitle>
<conversionOrExercisePrice>
<footnoteId id="F1"/>
</conversionOrExercisePrice>
<exerciseDate>
<footnoteId id="F1"/>
</exerciseDate>
<expirationDate>
<footnoteId id="F1"/>
</expirationDate>
<underlyingSecurity>
<underlyingSecurityTitle>
<value>Common Stock</value>
</underlyingSecurityTitle>
<underlyingSecurityShares>
<value>2425485</value>
</underlyingSecurityShares>
</underlyingSecurity>
<ownershipNature>
<directOrIndirectOwnership>
<value>I</value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value>See Footnotes</value>
<footnoteId id="F2"/>
<footnoteId id="F3"/>
</natureOfOwnership>
</ownershipNature>
</derivativeHolding>
<derivativeHolding>
<securityTitle>
<value>Series B Preferred Stock</value>
</securityTitle>
<conversionOrExercisePrice>
<footnoteId id="F1"/>
</conversionOrExercisePrice>
<exerciseDate>
<footnoteId id="F1"/>
</exerciseDate>
<expirationDate>
<footnoteId id="F1"/>
</expirationDate>
<underlyingSecurity>
<underlyingSecurityTitle>
<value>Common Stock</value>
</underlyingSecurityTitle>
<underlyingSecurityShares>
<value>1871569</value>
</underlyingSecurityShares>
</underlyingSecurity>
<ownershipNature>
<directOrIndirectOwnership>
<value>I</value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value>See Footnotes</value>
<footnoteId id="F2"/>
<footnoteId id="F3"/>
</natureOfOwnership>
</ownershipNature>
</derivativeHolding>
</derivativeTable>
<footnotes>
<footnote id="F1">All series of Convertible Preferred Stock will automatically convert into resTORbio, Inc. common stock on a 1.2804-for-1 basis immediately prior to the closing of the initial public offering and have no expiration date.</footnote>
<footnote id="F2">The shares of Series A Preferred Stock and Series B Preferred Stock are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.</footnote>
<footnote id="F3">Each of GP VI, Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.</footnote>
</footnotes>
<remarks></remarks>
<ownerSignature>
<signatureName>/s/ Jonathan Silverstein</signatureName>
<signatureDate>2018-01-25</signatureDate>
</ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Power of Attorney
Know all by these presents that the undersigned hereby constitutes and
appoints each of Chen Schor, John J. McCabe, Danielle Lauzon, James Xu and
Gabriela Morales-Rivera, 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, in the undersigned's
capacity as a director of resTORbio, Inc., a Delaware corporation (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, as amended.
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.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of January, 2018.
/s/ Jonathan Silverstein
------------------------------
Name: Jonathan Silverstein
</PRE>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>