Clarus Ventures III Form 3 Forty Seven / DENNIS HENNER 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^*

Clarus Lifesciences III, L.P.

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2018

3. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc. [ FTSV ]

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

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-1 Preferred Stock	(1)	(1)	Common Stock	938,489	(1)	I	See footnote(2)
Series A-2 Preferred Stock	(1)	(1)	Common Stock	755,780	(1)	I	See footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	1,922,682	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Clarus Lifesciences III, L.P.

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures III GP, L.P.

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures III, LLC

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LIPTAK ROBERT

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Simon Nicholas

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Requadt Scott

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WHEELER KURT

(Last) (First) (Middle)

101 MAIN STREET, 12TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer's preferred stock will automatically convert into an equal number of shares of Issuer's common stock immediately upon the closing of the Issuer's initial public offering and has no expiration date.

2. Clarus Ventures III GP, LP, or GPLP, as the sole general partner of Clarus Lifesciences III, LP, or Clarus, may be deemed to beneficially own certain of the shares held by Clarus. GPLP disclaims beneficial ownership of all shares held by Clarus in which the GPLP does not have a pecuniary interest. Clarus Ventures III, LLC, or GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. GPLLC disclaims beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest. Each of Dennis Henner, Nicholas Galakatos, Robert Liptak, Nicholas Simon, Scott Requadt and Kurt Wheeler, as individual managing directors of GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Dr. Henner and Messrs. Galakatos, Liptak, Simon, Requadt and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which they do not have an actual pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	Clarus Lifesciences III, L.P., by Clarus Ventures III GP, LP, its general partner, by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	06/27/2018
	Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	06/27/2018
	Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director	06/27/2018
	/s/ Dennis J. Henner	06/27/2018
	/s/ Nicholas Galakatos	06/27/2018
	/s/ Robert Liptak	06/27/2018
	/s/ Nicholas Simon	06/27/2018
	/s/ Scott Requadt	06/27/2018
	/s/ Kurt Wheeler	06/27/2018
	** Signature of Reporting Person	Date
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