Clarus Ventures III Form 4 Forty Seven / DENNIS HENNER ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2018		C		938,489	A	(1)	938,489	I	See foonote(2)
Common Stock	07/02/2018		C		755,780	A	(1)	1,694,269	I	See footnote(2)
Common Stock	07/02/2018		C		1,922,682	A	(1)	3,616,951	I	See footnote(2)
Common Stock	07/02/2018		P		200,000	A	$16	3,816,951	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	07/02/2018		C			938,489	(1)	(1)	Common Stock	938,489	(1)	0	I	See footnote(2)
Series A-2 Preferred Stock	(1)	07/02/2018		C			755,780	(1)	(1)	Common Stock	755,780	(1)	0	I	See foonote(2)
Series B Preferred Stock	(1)	07/02/2018		C			1,922,682	(1)	(1)	Common Stock	1,922,682	(1)	0	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 automatically converted 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:

	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	07/02/2018
	Clarus Ventures III GP, L.P., by Clarus Ventures III LLC, its general partner, /s/ Robert Liptak, Managing Director	07/02/2018
	Clarus Ventures III LLC, /s/ Robert Liptak, Managing Director	07/02/2018
	/s/ Dennis J. Henner	07/02/2018
	/s/ Nicholas Galakatos	07/02/2018
	/s/ Robert Liptak	07/02/2018
	/s/ Nicholas Simon	07/02/2018
	/s/ Scott Requadt	07/02/2018
	/s/ Kurt Wheeler	07/02/2018
	** Signature of Reporting Person	Date
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