0001209191-19-008272.txt : 20190207
0001209191-19-008272.hdr.sgml : 20190207
20190207190708
ACCESSION NUMBER: 0001209191-19-008272
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190207
FILED AS OF DATE: 20190207
DATE AS OF CHANGE: 20190207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Giraudo Bryan
CENTRAL INDEX KEY: 0001740847
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38796
FILM NUMBER: 19576868
MAIL ADDRESS:
STREET 1: 7707 GATEWAY BOULEVARD, SUITE 140
CITY: NEWARK
STATE: CA
ZIP: 94560
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Gossamer Bio, Inc.
CENTRAL INDEX KEY: 0001728117
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 475461709
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3013 SCIENCE PARK
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 922-0718
MAIL ADDRESS:
STREET 1: 3013 SCIENCE PARK
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-02-07
0
0001728117
Gossamer Bio, Inc.
GOSS
0001740847
Giraudo Bryan
3013 SCIENCE PARK ROAD
SUITE 200
SAN DIEGO
CA
92121
0
1
0
0
Chief Financial Officer
Series A Preferred Stock
0.00
Common Stock
12698
D
Series B Preferred Stock
0.00
Common Stock
5181
D
Stock Option (Right to Buy)
2.61
2028-05-21
Common Stock
405666
D
Stock Option (Right to Buy)
10.71
2028-12-10
Common Stock
155555
D
The 57,142 shares of Series A Preferred Stock held by the Reporting Person are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.
The 23,316 shares of Series B Preferred Stock held by the Reporting Person are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.
25% of the total number of shares subject to the option will vest on May 7, 2019 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Corporation on each such vesting date. The shares subject to the option are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person.
25% of the total number of shares subject to the option will vest on December 7, 2019 and 1/48th of the total number of shares subject to the option vest on the last day of each one-month period thereafter, subject to the Reporting Person's continuous service to the Corporation on each such vesting date. The shares subject to the option are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person.
Exhibit 24 - Power of Attorney
/s/ Jeff Boerneke, Attorney-in-Fact
2019-02-07
EX-24.3_831244
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Christian Waage and Jeff Boerneke, signing singly, with
full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16(a) of
the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Gossamer Bio, Inc., a Delaware
corporation (the "Company"), and/or 10% holder of the Company's capital stock,
Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;
(3) 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
(4) 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, are 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.
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 17th day of January, 2019.
Signature: /s/ Bryan Giraudo
Print Name: Bryan Giraudo