VHCP Management III Form 3 Unum Therapeutics / Bong Y Koh 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^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2020

3. Issuer Name and Ticker or Trading Symbol
Unum Therapeutics Inc. [ UMRX ]

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)
Common Stock	3,904,273	I	By funds(1)(2)

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 Non-Voting Convertible Preferred Stock	(3)	(3)	Common Stock	13,636,000	0.00	I	By funds(2)(4)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. Consists of (i) 1,031,901 shares owned by Venrock Healthcare Capital Partners II, LP; (ii) 418,143 shares owned by VHCP Co-Investment Holdings II, LLC; (iii) 2,231,295 shares owned by Venrock Healthcare Capital Partners III, LP; and (iv) 222,934 shares owned by VHCP Co-Investment Holdings III, LLC.

2. VHCP Management II, LLC ("VHCPM2") is the general partner of Venrock Healthcare Capital Associates II, LP and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC ("VHCPM3") is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co-Investment Holdings III, LLC. Bong Koh and Nimish Shah are the voting members of VHCPM2 and VHCPM3. Each of VHCPM2, VHCPM3, Bong Koh and Nimish Shah (together, the "Managers") may be deemed to beneficially own these shares, but each of the Managers expressly disclaims beneficial ownership over these shares except to the extent of their respective pecuniary interests therein.

3. Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred") into shares of common stock, each share of Series A Preferred is convertible into shares of common stock at any time at the option of the holder thereof, into 1,000 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred is prohibited from converting shares of Series Preferred into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion.

4. Consists of (i) 3,604,000 shares of common stock issuable upon the conversion of 3,604 shares of Series A Preferred owned by Venrock Healthcare Capital Partners II, LP; (ii) 1,460,000 shares of common stock issuable upon the conversion of 1,460 shares of Series A Preferred owned by VHCP Co-Investment Holdings II, LLC; (iii) 7,793,000 shares of common stock issuable upon the conversion of 7,793 shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, LP; and (iv) 779,000 shares of common stock issuable upon the conversion of 779 shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Authorized Signatory	08/18/2020
	David L. Stepp, Attorney-in-fact	08/18/2020
	David L. Stepp, Attorney-in-fact	08/18/2020
	** Signature of Reporting Person	Date
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