| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cullinan Management, Inc. [ CGEM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 112,507 | D | ||||||||
| Common Stock | 01/12/2021 | C | 1,136,525 | A | (1) | 1,136,525 | I | See Footnote(2) | ||
| Common Stock | 01/12/2021 | C | 2,912,345 | A | (1) | 2,912,345 | I | See Footnote(3) | ||
| Common Stock | 01/12/2021 | C | 639,295 | A | (1) | 639,295 | I | See Footnote(4) | ||
| Common Stock | 01/12/2021 | C | 455,338 | A | (1) | 455,338 | I | See Footnote(5) | ||
| Common Stock | 01/12/2021 | C | 182,135 | A | (1) | 182,135 | I | See Footnote(6) | ||
| Common Stock | 01/12/2021 | C | 71,599 | A | (1) | 526,937 | I | See Footnote(5) | ||
| Common Stock | 01/12/2021 | C | 143,198 | A | (1) | 325,333 | I | See Footnote(6) | ||
| Common Stock | 01/12/2021 | C | 71,599 | A | (1) | 71,599 | I | See Footnote(7) | ||
| Common Stock | 01/12/2021 | C | 214,798 | A | (1) | 214,798 | I | See Footnote(8) | ||
| Common Stock | 01/12/2021 | P | 95,238 | A | $21 | 622,175 | I | See Footnote(5) | ||
| Common Stock | 01/12/2021 | P | 104,762 | A | $21 | 104,762 | I | See Footnote(9) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series Seed Convertible Preferred Stock | (1) | 01/12/2021 | C | 8,000,000 | (1) | (1) | Common Stock | 1,136,525 | $0.00 | 0 | I | See Footnote(2) | |||
| Series A Convertible Preferred Stock | (1) | 01/12/2021 | C | 20,500,000 | (1) | (1) | Common Stock | 2,912,345 | $0.00 | 0 | I | See Footnote(3) | |||
| Series A Convertible Preferred Stock | (1) | 01/12/2021 | C | 4,500,000 | (1) | (1) | Common Stock | 639,295 | $0.00 | 0 | I | See Footnote(4) | |||
| Series B Convertible Preferred Stock | (1) | 01/12/2021 | C | 3,205,128 | (1) | (1) | Common Stock | 455,338 | $0.00 | 0 | I | See Footnote(5) | |||
| Series B Convertible Preferred Stock | (1) | 01/12/2021 | C | 1,282,051 | (1) | (1) | Common Stock | 182,135 | $0.00 | 0 | I | See Footnote(6) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2021 | C | 503,988 | (1) | (1) | Common Stock | 71,599 | $0.00 | 0 | I | See Footnote(5) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2021 | C | 1,007,977 | (1) | (1) | Common Stock | 143,198 | $0.00 | 0 | I | See Footnote(6) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2021 | C | 503,988 | (1) | (1) | Common Stock | 71,599 | $0.00 | 0 | I | See Footnote(7) | |||
| Series C Convertible Preferred Stock | (1) | 01/12/2021 | C | 1,511,966 | (1) | (1) | Common Stock | 214,798 | $0.00 | 0 | I | See Footnote(8) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (the "Preferred Stock') converted into Common Stock of the Issuer on a 1-for-7.0390 basis at the closing of the Issuer's initial public offering on January 12, 2021. The Preferred Stock had no expiration date. |
| 2. These securities are owned directly by Globeways Holdings Limited ("Globeways"). The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. These securities are owned directly by F2 Vision SCS ("F2 Vision"). F2 Vision Management Sarl ("F2 Vision Management") is the appointed manager of F2 Vision. The Reporting Person is the founding director of F2 Vision Management and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4. These securities are owned directly by F2 Bioscience I 2017 Limited ("F2 Bioscience 2017"). Globeways is the appointed manager of F2 Bioscience 2017. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience 2017. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 5. These securities are owned directly by F2-TPO Investments, LLC ("F2-TPO"). Globeways Holdings II Limited ("Globeways II") is the appointed manager of F2-TPO. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 6. These securities are owned directly by F2 MG Limited ("F2 MG"). Globeways is the appointed manager of F2 MG. The Reporting Person is the founding director of Globeways and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 7. These securities are owned directly by F2 Bio TD, LLC ("F2 Bio"). Globeways II is the appointed manager of F2 Bio. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio. . The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 8. These securities are owned directly by F2 MC, LLC ("F2 MC"). Globeways II is the appointed manager of F2 MC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 9. These securities are owned directly by F2 GC LLC ("F2 GC"). Globeways II is the appointed manager of F2 GC. The Reporting Person is the founding director of Globeways II and has the sole power to vote upon the acquisition, holding and disposal of all shares held by F2 GC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Morana Jovan-Embiricos | 01/14/2021 | |
| /s/ Morana Jovan-Embiricos for Globeways Holdings Limited | 01/14/2021 | |
| /s/ Alain Renard and Christian Francois for F2 Vision SCS | 01/14/2021 | |
| /s/ Rachel Higham and Ivan Bedford for F2 Bioscience I 2017 Limited | 01/14/2021 | |
| /s/ Morana Jovan-Embiricos for F2-TPO Investments, LLC | 01/14/2021 | |
| /s/ Rachel Higham and Ivan Bedford for F2 MG Limited | 01/14/2021 | |
| /s/ Morana Jovan-Embiricos for F2 Bio TD, LLC | 01/14/2021 | |
| /s/ Morana Jovan-Embiricos for F2 MC, LLC | 01/14/2021 | |
| /s/ Morana Jovan-Embiricos for F2 GC, LLC | 01/14/2021 | |
| ** 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 4 (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. | ||
