Cullinan Oncology (CGEM) Form 4 Change in insider ownership

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^*

UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cullinan Oncology, Inc. [ CGEM ]

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)
09/16/2021

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	09/16/2021		S(1)		3,124	D	$29.06(2)	7,648,268	D(3)(4)

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

1. Name and Address of Reporting Person^*

UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oncology Impact Fund (Cayman) Management L.P.

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BioImpact Capital LLC

(Last) (First) (Middle)

C/O MPM ASSET MANAGEMENT LLC

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1 on June 23, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.14 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. These securities are owned directly by UBS Oncology Impact Fund LP ("OIF"). The general partner of OIF is Oncology Impact Fund (Cayman) Management L.P. ("OIF GP"). The general partner of OIF GP is BioImpact Capital LLC. Dr. Ansbert Gadicke is a member of the Issuer's board of directors and is a managing partner of BioImpact Capital LLC.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P., the general partner of UBS Oncology Impact Fund L.P	09/20/2021
	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P.	09/20/2021
	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC	09/20/2021
	** Signature of Reporting Person	Date
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