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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2021 | 3. Issuer Name and Ticker or Trading Symbol Erasca, Inc. [ ERAS ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 15,020,832(1) | I | By Jonathan E. Lim and Conyee T. Lim Family Trust, dated April 28, 2005(2) |
Common Stock | 6,458,333 | I | By City Hill, LLC(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | (4) | (4) | Common Stock | 5,135,390 | 0.00 | I | By the Jonathan E. Lim and Conyee T. Lim Family Trust, dated April 28, 2005(2) |
Series A Preferred Stock | (4) | (4) | Common Stock | 5,067,694 | 0.00 | I | By City Hill, LLC(3) |
Series B-1 Preferred Stock | (5) | (5) | Common Stock | 280,000 | 0.00 | I | By City Hill, LLC(3) |
Series B-2 Preferred Stock | (5) | (5) | Common Stock | 93,333 | 0.00 | I | By City Hill, LLC(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Includes 1,644,532 shares subject to repurchase by us, which are subject to vesting. |
2. The securities reported herein may be deemed beneficially owned by each of (i) Jonathan E. Lim, M.D. and (ii) Conyee T. Lim, M.D., who are co-trustees of the Jonathan E. Lim and Conyee T. Lim Family Trust, dated April 28, 2005. |
3. Consists of shares held directly by City Hill, LLC ("City Hill"). Jonathan E. Lim, M.D. serves as the managing partner of City Hill. Dr. Lim exercises voting and dispositive control over the securities held by City Hill and is therefore deemed to be a beneficial owner of such securities. Dr. Lim disclaims beneficial ownership of the reported securities held by City Hill, except to the extent of his pecuniary interest therein. |
4. The shares of Series A Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1.2-for-1. 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 to shares of the Issuer's common stock at a ratio of 1.2-for-1. The Series A Preferred Stock has no expiration date. |
5. The shares of Series B Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 1.2-for-1. 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 to shares of the Issuer's common stock at a ratio of 1.2-for-1. The Series B Preferred Stock has no expiration date. |
Remarks: |
Chairman and CEO Exhibit List: 24 - Power of Attorney |
/s/ Ebun S. Garner, Attorney-in-fact | 07/15/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |