0000921895-23-000144.txt : 20230119 0000921895-23-000144.hdr.sgml : 20230119 20230119183057 ACCESSION NUMBER: 0000921895-23-000144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230119 FILED AS OF DATE: 20230119 DATE AS OF CHANGE: 20230119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538507 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538508 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF INC/IL CENTRAL INDEX KEY: 0001056807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538500 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP CENTRAL INDEX KEY: 0001102444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538505 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT MARK N CENTRAL INDEX KEY: 0001233840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538499 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC CENTRAL INDEX KEY: 0001803809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538501 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF Partners OS Ltd. CENTRAL INDEX KEY: 0001660684 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538502 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP CENTRAL INDEX KEY: 0001660683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538503 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF I GP LLC CENTRAL INDEX KEY: 0001803805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538506 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF II GP LLC CENTRAL INDEX KEY: 0001803806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39856 FILM NUMBER: 23538504 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cullinan Oncology, Inc. CENTRAL INDEX KEY: 0001789972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 813867811 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 1350 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-410-4650 MAIL ADDRESS: STREET 1: ONE MAIN STREET STREET 2: SUITE 1350 CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Cullinan Management, Inc. DATE OF NAME CHANGE: 20210107 FORMER COMPANY: FORMER CONFORMED NAME: Cullinan Oncology, LLC DATE OF NAME CHANGE: 20191001 4 1 form407422cgem_01192023.xml OWNERSHIP DOCUMENT X0306 4 2023-01-19 1 0001789972 Cullinan Oncology, Inc. CGEM 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001660683 Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001660684 BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001803809 BVF GP HOLDINGS LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0001056807 BVF INC/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 Common Stock 2023-01-19 4 J 0 3500000 D 558854 D Common Stock 2023-01-19 4 J 0 2600000 D 392808 D Common Stock 2023-01-19 4 J 0 300000 D 64161 D Series A Convertible Preferred Stock 2023-01-19 4 J 0 350000 A Common Stock 3500000 350000 D Series A Convertible Preferred Stock 2023-01-19 4 J 0 260000 A Common Stock 2600000 260000 D Series A Convertible Preferred Stock 2023-01-19 4 J 0 30000 A Common Stock 300000 30000 D This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously beneficially owned over 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. Pursuant to a letter agreement with the Issuer, BVF, BVF2 and Trading Fund OS agreed to exchange an aggregate of 6,400,000 shares of Common Stock for a total of 640,000 shares of newly issued Series A Convertible Preferred Stock (the "Series A Preferred Stock") as set forth herein. The Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to the Conversion Ratio equal to a Stated Value of $109.20 per share divided by a Conversion Price of $10.92, or 10 shares of Common Stock for each share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations for the Series A Preferred Stock (the "COD"). Under the COD, the Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such conversion. The Series A Preferred Stock has no expiration date. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-01-19 Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-01-19 BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-01-19 Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-01-19 BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-01-19 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-01-19 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-01-19 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-01-19 BVF Inc., By: /s/ Mark N. Lampert, President 2023-01-19 /s/ Mark N. Lampert 2023-01-19