Day One Biopharmaceuticals (DAWN) Form 4 Day One Biopharmaceuticals / Len Blavatnik ownership change

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^*

AI Day 1 LLC

(Last) (First) (Middle)

C/O ACCESS INDUSTRIES, INC.

40 WEST 57TH STREET, 28TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [ DAWN ]

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)
06/01/2021

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	06/01/2021		C		8,502,776	A	(1)(2)	8,502,776	D(3)
Common Stock	06/01/2021		P(4)		875,000	A	$16	9,377,776	D(3)

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
Series A Redeemable Convertible Preferred Stock	(1)	06/01/2021		C			7,761,380	(1)	(1)	Common Stock	7,761,380	$0.00	0	D(3)
Series B Redeemable Convertible Preferred Stock	(2)	06/01/2021		C			741,396	(2)	(2)	Common Stock	741,396	$0.00	0	D(3)

1. Name and Address of Reporting Person^*

AI Day 1 LLC

(Last) (First) (Middle)

C/O ACCESS INDUSTRIES, INC.

40 WEST 57TH STREET, 28TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Access Industries Holdings LLC

(Last) (First) (Middle)

C/O ACCESS INDUSTRIES, INC.

40 WEST 57TH STREET, 28TH FL

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACCESS INDUSTRIES MANAGEMENT, LLC

(Last) (First) (Middle)

C/O ACCESS INDUSTRIES, INC.

40 WEST 57TH STREET, 28TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blavatnik Len

(Last) (First) (Middle)

C/O ACCESS INDUSTRIES, INC.

40 WEST 57TH STREET, 28TH FL

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Redeemable Convertible Preferred Stock automatically converted into one share of common stock of Day One Biopharmaceuticals, Inc. (the "Issuer") immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

2. Each share of Series B Redeemable Convertible Preferred Stock automatically converted into one share of common stock of the Issuer immediately prior to the completion of the Issuer's initial public offering and had no expiration date.

3. The securities reported are held directly by AI Day 1 LLC and may be deemed to be beneficially owned by Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Len Blavatnik because AIH indirectly controls all of the outstanding voting interests in AI Day 1 LLC, AIM controls AIH and Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. AIH, AIM and Mr. Blavatnik each disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form.

4. Represents securities purchased in the Issuer's initial public offering.

Remarks:

	/s/ Alejandro Moreno for AI Day 1 LLC	06/03/2021
	/s/ Alejandro Moreno for Access Industries Holdings LLC	06/03/2021
	/s/ Alejandro Moreno for Access Industries Management, LLC	06/03/2021
	/s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik	06/03/2021
	** Signature of Reporting Person	Date
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