| 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) 02/07/2019 | 3. Issuer Name and Ticker or Trading Symbol Gossamer Bio, Inc. [ GOSS ] | |||||||||||||
| 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 | 3,313,510(1) | I | By family trust |
| 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 | (2) | (2) | Common Stock | 41,329 | 0.00 | I | By family trust |
| Series B Preferred Stock | (3) | (3) | Common Stock | 17,270 | 0.00 | I | By family trust |
| Explanation of Responses: |
| 1. Includes 2,595,854 shares subject to forfeiture, which shares will vest in equal monthly installments as set forth in the restricted stock agreements between the Issuer and Reporting Person so that all of the shares will be released from the forfeiture restriction on January 4, 2023, subject to the Reporting Person's continuous service to the Issuer on each such vesting date. The shares are also subject to certain accelerated vesting provisions as set forth in more detail in the employment agreement between the Issuer and the Reporting Person. |
| 2. The 185,984 shares of Series A Preferred Stock held by a trust for the benefit of the Reporting Person's family are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. 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 at a ratio of 4.5 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date. |
| 3. The 77,719 shares of Series B Preferred Stock held by a trust for the benefit of the Reporting Person's family are convertible, at any time, at the holder's election, at a ratio of 4.5 to one share of the Issuer's common stock. 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 at a ratio of 4.5 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Jeff Boerneke, Attorney-in-Fact | 02/07/2019 | |
| ** 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. | ||
