Gossamer Bio (GOSS) Form 3 Gossamer Bio / Otello Stampacchia 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^*

Omega Fund V, L.P.

(Last) (First) (Middle)

185 DARTMOUTH STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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)

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 Seed Preferred Stock	(1)	(1)	Common Stock	4,444,444	0.00	I	See footnote(2)
Series A Preferred Stock	(3)	(3)	Common Stock	1,583,248	0.00	I	See footnote(2)
Series B Preferred Stock	(4)	(4)	Common Stock	925,724	0.00	I	See footnote(2)

1. Name and Address of Reporting Person^*

Omega Fund V, L.P.

(Last) (First) (Middle)

185 DARTMOUTH STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP, L.P.

(Last) (First) (Middle)

185 DARTMOUTH STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Omega Fund V GP Manager, Ltd.

(Last) (First) (Middle)

185 DARTMOUTH STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stampacchia Otello

(Last) (First) (Middle)

185 DARTMOUTH STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. The 20,000,000 shares of Series Seed Preferred Stock held by Omega Fund V, L.P. ("Omega V") 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 Seed Preferred Stock will automatically convert at a ratio of 4.5 to one share of the Issuer's common stock. The Series Seed Preferred Stock has no expiration date.

2. The reported securities are held directly by Omega V. The reported securities may be deemed to be beneficially owned by each of Omega Fund V GP, L.P. ("Omega V GP"), as the general partner of Omega V, and Omega Fund V GP Manager, Ltd. ("Omega V GP Manager"), as the general partner of Omega V GP. Otello Stampacchia, Richard Lim, Anne-Mari Paster and Claudio Nessi (the "Omega Directors") are all the shareholders and directors of Omega V GP Manager and have shared voting and investment power over the shares held by Omega V. Each of Omega V GP, Omega Fund V GP Manager and the Omega Directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or their pecuniary interest therein, if any.

3. The 7,124,620 shares of Series A Preferred Stock held by Omega V 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.

4. The 4,165,760 shares of Series B Preferred Stock held by Omega V 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/ Anne-Mari Paster, as an authorized signatory of each Reporting Person	02/07/2019
	** Signature of Reporting Person	Date
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