Powell Michael Form 3 Checkmate Pharmaceuticals / MICHAEL POWELL ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2020

3. Issuer Name and Ticker or Trading Symbol
Checkmate Pharmaceuticals, Inc. [ CMPI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	1,671,771	(1)	I	See footnote(3)
Series B Preferred Stock	(2)	(2)	Common Stock	1,314,165	(2)	I	See footnote(3)
Series C Preferred Stock	(1)	(1)	Common Stock	487,438	(1)	I	See footnote(3)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management IX, L.L.C.

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

C/O SOFINNOVA INVESTMENTS, INC.

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock and Series C Preferred Stock is convertible into Common Stock at a rate of 1:7.4771 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

2. The Series B Preferred Stock is convertible into Common Stock at a rate of 1.12256:7.4771 into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date.

3. The shares are held directly by Sofinnova Venture Partners IX, L.P. (the "Fund"). The general partner of the Fund is Sofinnova Management IX, L.L.C. (the "GP") and may be deemed to have sole voting, investment and dispositive power with respect to the securities held by the Fund. Dr. James I. Healy and Michael F. Powell, Ph.D. are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by the Fund. Each reporting person disclaims beneficial ownership of such securities, except to the extent of his or its proportionate pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P.	08/06/2020
	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C..	08/06/2020
	/s/ Nathalie Auber, attorney-in-fact for James I Healy	08/06/2020
	/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell	08/06/2020
	** Signature of Reporting Person	Date
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