BCIP Life Sciences Associates Form 3 Arcutis Biotherapeutics / Adam Koppel 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^*

Bain Capital Life Sciences Investors, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2020

3. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc. [ ARQT ]

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 B Preferred Stock	(1)	(1)	Common Stock	2,825,602	0.00	I	See footnotes(2)(4)(5)
Series C Preferred Stock	(1)	(1)	Common Stock	859,573	0.00	I	See footnotes(3)(4)(5)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Investors, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Partners, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Life Sciences Fund, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Life Sciences Associates, LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koppel Adam

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwartz Jeffrey Lawrence

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the Issuer's Series B Preferred Stock ("Series B Stock") and Series C Preferred Stock ("Series C Stock") will automatically convert into 1 share of the issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

2. Represents 2,563,231 shares of Series B Stock held of record by Bain Capital Life Sciences Fund, L.P. ("BCLS") and 262,371 shares of Series B Stock held of record by BCIP Life Sciences Associates, LP. ("BCIP LS" and, together with BCLS, the "Bain Capital Life Sciences Entities").

3. Represents 779,758 shares of Series C Stock held of record by BCLS and 79,815 shares of Series C Stock held of record by BCIP LS.

4. Bain Capital Life Sciences Partners, LP ("BCLSP") is the general partner of BCLS. As a result, BCLSP may be deemed to share voting and dispositive power with respect to the securities held by BCLS. BCLSP disclaims beneficial ownership of such securities except to the extent of its pecuinary interest therein.

5. Bain Capital Life Sciences Investors, LLC ("BCLSI"), whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of BCLSP and governs the investment strategy and decision-making process with respect to investments held by BCIP LS, whose general partner is Boylston Coinvesters, LLC. As a result, each of BCLSI, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dipositive power with respect to the securities held by the Bain Capital Life Sciences Entities. BCLSI, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director	01/30/2020
	BAIN CAPITAL LIFE SCIENCES PARTNERS, LP, By: Bain Capital Life Sciences Investors, LLC, its general partner, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director	01/30/2020
	BAIN CAPITAL LIFE SCIENCES FUND, L.P., By: Bain Capital Life Sciences Partners, LP, its general partner, By: Bain Capital Life Sciences Investors, LLC, its general partner, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director	01/30/2020
	BCIP LIFE SCIENCES ASSOCIATES, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director	01/30/2020
	/s/ Adam Koppel	01/30/2020
	/s/ Jeffrey Schwartz	01/30/2020
	** Signature of Reporting Person	Date
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